Norsk Hydro ASA — M&A Activity 2018

Feb 26, 2018

Norsk Hydro: Hydro with binding offer to acquire Icelandic aluminium plant ISAL

Norsk Hydro: Hydro with binding offer to acquire Icelandic aluminium plant ISAL

Norwegian aluminium company Norsk Hydro ASA has made a binding offer to acquire

Rio Tinto's 100% share of Icelandic aluminium plant ISAL. The offer also

includes the Dutch anode facility Aluchemie and Swedish aluminium fluoride plant

Alufluor.

Transactional highlights

* Binding offer to acquire Rio Tinto's Icelandic aluminium plant Rio Tinto

Iceland Ltd ("ISAL"), its 53% share in Dutch anode facility Aluminium &

Chemie Rotterdam B.V. ("Aluchemie"), and 50% of the shares in Swedish

aluminium fluoride plant Alufluor AB ("Alufluor") for USD 345 million,

subject to post-closing adjustments.

* In accordance with French and Dutch law, Hydro's offer triggers a statutory

consultation with Rio Tinto employees and other stakeholders. Given

successful consultations, and approval from the EU competition authorities,

the transaction is expected to be finalized in the second quarter of 2018,

making ISAL, Aluchemie and Alufluor part of Hydro's global operations.

Strategic rationale

* Reinforces leading European position: ISAL produces 210,000 mt liquid metal

and a total of 230,000 mt extrusion ingot for the European building,

construction and transportation segments from its newly built casthouse with

full ultrasonic testing capabilities. This will further strengthen Hydro's

position as the preferred and leading extrusion ingot supplier in

Europe.

* Renewable Energy: Hydro is one of the world's leading aluminium producer

based on renewable energy. With ISAL's 210,000 mt of aluminium based on

renewable power, Hydro increases its total capacity in primary aluminium

production to 2.4 million mt in 2018 and its share of production that is

based on renewable energy to over 70 percent.

* Integrated value chain: The transaction reinforces Hydro's strategic

direction of being a fully integrated aluminium company, with a solid asset

base, portfolio flexibility and sustainable global operations.

"The bid demonstrates our strong belief in aluminium, which is seeing the

strongest global demand growth among base metals. Having presence across the

value chain is essential to create value from this growth and promote

sustainable practices in our global operations," says Hydro President and CEO

Svein Richard Brandtzæg.

Hydro sees synergies with respect to technology creep, optimization of anode

portfolio and freight and handling. The Icelandic plant runs on the same

technology platform as Hydro's Husnes plant in Norway, where Hydro recently

announced a re-opening and technological upgrade of the plants' second

electrolysis line.

"We see great potential in exchanging competence and technology elements between

our aluminium plants. We are now running a technology pilot in Norway which aims

to be the world's most energy-efficient and climate friendly aluminium

production facility. These innovations will be expanded to other Hydro

facilities, and as part of Hydro, ISAL will benefit from such technological

spin-offs and competence," says Hilde Merete Aasheim, Head of Hydro's Primary

Metal business area.

Key facts:

ISAL:

* Key producer of value-added extrusion ingot to the European building &

construction and transportation segments, located in Iceland

* Producing approximately 210,000 tonnes of liquid primary aluminium per year

and a total of 230,000 mt extrusion ingot

* Long-term hydropower contract, expiring in 2036

* Substantial upgrades in recent years, including pot relining, new gas

treatment center and state-of-the-art casthouse

* Strategic geographical location with efficient logistics

Aluchemie:

* Leading European anode producer, located in Rotterdam, Netherlands

* Producing approximately 340,000 tonnes of anodes per year

* Favorable transportation conditions for inbound and outbound logistics

* Currently owned by Rio Tinto (53.3%) and Hydro (46.7%)

Alufluor

* Leading producer of high-purity aluminium fluoride, located in Helsingborg,

Sweden

* Aluminium fluoride is used in the primary aluminium production process

* Currently owned by Rio Tinto (50 %) and Yara International (50%)

Norsk Hydro is a fully integrated aluminium company with 35,000 employees in 40

countries on all continents, combining local expertise, worldwide reach and

unmatched capabilities in R&D. In addition to production of primary aluminium,

rolled and extruded products and recycling, Hydro also extracts bauxite, refines

alumina and generates energy to be the only 360° company of the global aluminium

industry. Hydro is present within all market segments for aluminium, with sales

and trading activities throughout the value chain serving more than 30,000

customers. Based in Norway and rooted in more than a century of experience in

renewable energy, technology and innovation, Hydro is committed to strengthening

the viability of its customers and communities, shaping a sustainable future

through innovative aluminium solutions.

Contact details

Investor contact

Even Simonsen

+47 97953364

Even.Simonsen@hydro.com

Media contact

Ina Strander

+47 47613277

ina.strander@hydro.com

Cautionary note

Certain statements included in this announcement contain forward-looking

information, including, without limitation, information relating to (a)

forecasts, projections and estimates, (b) statements of Hydro management

concerning plans, objectives and strategies, such as planned expansions,

investments, divestments, curtailments or other projects, (c) targeted

production volumes and costs, capacities or rates, start-up costs, cost

reductions and profit objectives, (d) various expectations about future

developments in Hydro's markets, particularly prices, supply and demand and

competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk

management, and (i) qualified statements such as "expected", "scheduled",

"targeted", "planned", "proposed", "intended" or similar.

Although we believe that the expectations reflected in such forward-looking

statements are reasonable, these forward-looking statements are based on a

number of assumptions and forecasts that, by their nature, involve risk and

uncertainty. Various factors could cause our actual results to differ materially

from those projected in a forward-looking statement or affect the extent to

which a particular projection is realized. Factors that could cause these

differences include, but are not limited to: our continued ability to reposition

and restructure our upstream and downstream businesses; changes in availability

and cost of energy and raw materials; global supply and demand for aluminium and

aluminium products; world economic growth, including rates of inflation and

industrial production; changes in the relative value of currencies and the value

of commodity contracts; trends in Hydro's key markets and competition; and

legislative, regulatory and political factors.

No assurance can be given that such expectations will prove to have been

correct.  Hydro disclaims any obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.