Arconic and Elliott Reach Resolution to End Proxy Contest

May 22, 2017

Arconic (NYSE: ARNC) (the “Company”) today announced that it has entered
into an agreement with affiliates of Elliott Management Corporation
(collectively, “Elliott”), which have combined beneficial and economic
ownership of approximately 13.2% of the Company’s outstanding common
stock, to resolve the pending proxy contest in connection with the
Company’s May 25, 2017 annual meeting of shareholders.

Under the terms of the agreement, Elliott will nominate Christopher L.
Ayers, Elmer L. Doty and Patrice E. Merrin for election as directors at
the upcoming annual meeting, and the Company will nominate David P. Hess
and Ulrich R. Schmidt for election as directors. Elliott and the Company
have agreed to withdraw their respective nominations of any other
director candidates for election at the annual meeting.

The Company’s Board of Directors issued the following statement about
the agreement:

“We are pleased to have reached a constructive agreement with Elliott,
our largest shareholder, and look forward to working collaboratively
with Elliott to enable Arconic to realize the full potential of its
great businesses. We are proud of what Arconic has accomplished to date.
In the weeks and months ahead, we will recruit a new world-class CEO and
select a new permanent Board Chair. We expect the new CEO to work with
the Board to review Arconic’s strategy and its operations with the goal
of optimizing the Company’s strategic plan and associated performance

One of Elliott’s director nominees will be added to the CEO search
committee and Elliott will have the opportunity to engage
collaboratively with the CEO search committee and meet with candidates
as the Board manages the search and selection process. The mandate of
the CEO search committee is to identify a world-class leader for
Arconic. It will consider a number of candidates, including Larry Lawson.

Dave Miller, Senior Portfolio Manager of Elliott, said, “Elliott greatly
appreciates the support received from other Arconic shareholders
throughout this contest, and we would like to express our profound
gratitude to those shareholders. We commend and thank the Arconic Board
for demonstrating its responsiveness to the Company’s shareholders
through this agreement. We believe the governance improvements and
substantial infusion of new perspectives and talent into the Board
announced today – with highly qualified directors being drawn from both
the Elliott and Company cards – will successfully position Arconic to
realize its immense potential. We look forward to working
collaboratively with the CEO search committee and the Board to ensure
that Arconic has the right leadership at this critical juncture of its

The agreement between the Company and Elliott will be filed with the
U.S. Securities and Exchange Commission.

In addition, the Company today announced that L. Rafael Reif, an Arconic
director since 2015, has announced his resignation as a Board member and
that the Board has appointed James “Jim” F. Albaugh, who was a candidate
previously nominated by Arconic for election at the annual meeting, to
fill the resulting vacancy on the Board, with such resignation and
appointment to be effective immediately following the 2017 annual

The Board remarked, “Rafael has been a valued colleague and member of
this Board, helping to lead our oversight of the transformational
separation that created today’s Arconic. On behalf of the shareholders
and the entire Board, we sincerely thank him for all his efforts and

The Company also announced that it will be working to reincorporate in
Delaware by the end of this year, and the certificate of incorporation
and bylaws of the resulting Delaware corporation will provide for an
annually elected Board and contain no provisions requiring a
supermajority shareholder vote.

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