Tronox Holdings plc

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2020

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#1TRONOX Tronox Holdings plc March 11 & 12, 2020 © 2020 Tronox Holdings plc. | All rights reserved. | tronox.com#2Safe Harbor Statement and Non-U.S. GAAP Financial Terms Cautionary Statement about Forward-Looking Statements Statements in this presentation that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance (including anticipated synergies) based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, (i) we may not realize the anticipated benefits of the Cristal acquisition, experience unexpected difficulties integrating the Cristal operations and/or assume unexpected liabilities arising from the Cristal acquisition; (ii) English law and our articles of association may limit our flexibility to manage our capital structure and/or have anti-takeover effects; (iii) the risk that our customers might reduce demand for our products; (iv) market conditions and price volatility for titanium dioxide ("TiO₂"), zircon, and other feedstock materials, as well as global and regional economic downturns, that adversely affect the demand for our end-use products; (v) changes in prices or supply of energy or other raw materials may negatively impact our business; (vi) an unpredictable regulatory environment in South Africa where we have significant mining and beneficiation operations; (vii) the risk that our ability to use our tax attributes to offset future income may be limited; (viii) that the agreements governing our debt may restrict our ability to operate our business in certain ways, as well as impact our liquidity; (ix) our inability to obtain additional capital on favorable terms; (x) fluctuations in currency exchange rates; (xi) compliance with, or claims under environmental, health and safety regulations may result in unanticipated costs or liabilities, including the classification of TiO2 as a Category 2 Carcinogen in the EU; (xii) the possibility that cybersecurity incidents or other security breaches may seriously impact our results of operations and financial condition; (xiii) liability, production delays and additional expenses from environmental and industrial accidents; (xiv) equipment upgrades, equipment failures and deterioration of assets may lead to production curtailments, shutdowns or additional expenditures; (xv) political and social instability, and unrest, in the Middle East region; (xvi) Chinese production of chloride technology and improvements in product quality may occur more quickly than anticipated; and (xvii) other factors described in more detail in the company's filings with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments. Use of Non-GAAP Information To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this presentation certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox, including its presentation on a per share basis, and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. Beginning with the reporting of our first quarter of 2019 results, we modified our definition of the Adjusted EBITDA metric to exclude all realized and unrealized gains and losses caused by foreign currency re-measurement to be more consistent with how we report this metric to our lenders. We have revised the comparable periods for consistency. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein. For the Company's guidance with respect to full year 2020 Adjusted EBITDA, Adjusted diluted earnings per share and Free Cash Flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted. Unaudited Pro Forma Financial Information On April 10, 2019, we announced the completion of the acquisition of the TiO₂ business of Cristal which impacts the comparability of the reported results for 2019 compared to 2018 and the fourth quarter 2019 compared to the fourth quarter of 2018 and the first and second quarters of 2019. Since Tronox and Cristal have combined their respective businesses effective with the merger date of April 10, 2019, the three and twelve months ended December 31, 2019 reflect the results of the combined business from April 10, 2019, while the three and twelve months ended December 31, 2018 include only the results of the legacy Tronox business. To assist with a discussion of the 2019 and 2018 results on a comparable basis, certain supplemental unaudited pro forma income statement and Adjusted EBITDA information is provided on a consolidated basis and is referred to as "pro forma information." The pro forma information has been prepared on a basis consistent with Article 11 of Regulation S-X, assuming the merger and merger-related divestitures of Cristal's North American TiO₂ business and the 8120 paper laminate grade had been consummated on January 1, 2018. In preparing this pro forma information, the historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the business combination and other transactions presented herein, such as the merger-related divestitures, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined entity's consolidated results. The pro forma information is based on management's assumptions and is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination and merger-related divestitures had occurred as of the dates indicated or what the results would be for any future periods. Also, the pro forma information does not include the impact of any revenue, cost or other operating synergies in the periods prior to the acquisition that may result from the business combination or any related restructuring costs. TRONOX Ⓒ2020 Tronox Holdings plc. | All rights reserved. | tronox.com 2#3Table of Contents Tronox - A Focused Titanium Industry Leader Strategy Driven by Changing Industry Dynamics • A Single Unified Commercial Approach Capitalizing on the Strength of our Vertical Integration Strong Financial Position Australian Operations Appendix ● ● TRONOX Ⓒ2020 Tronox Holdings plc. All rights reserved. | tronox.com 4 9 15 24 32 39 43 D 3#4Tronox - A Focused Titanium Industry Leader • Tronox Holdings plc (NYSE:TROX) is a vertically integrated mining and inorganic chemical company domiciled under the laws of the United Kingdom, and headquartered in the United States in the New York City area • Tronox, a global leader in the production and marketing of titanium bearing mineral sands and TiO₂ pigment, operates 9 TiO2 pigment plants, 6 mineral sands mines, and 5 upgrading facilities on 6 continents encompassing: 1.1 million tons of nameplate TiO2 pigment capacity 294,000 tons of zircon production - 410,000 tons of titanium slag, 220,000 tons of synthetic rutile, 220,000 tons of pig iron, and 170,000 tons of rutile and leucoxene produced ● ● Tronox is the most culturally and geographically diverse organization in the industry with deep operating and technical expertise at every step of the value chain Tronox was formed through a combination of significant transactions: 2005 spin-off from Kerr-McGee Corporation; - 2012 acquisition of the mineral sands business of Exxaro Resources; and - April 2019 acquisition of the TiO₂ business of The National Titanium Dioxide Company Limited of Saudi Arabia ("Cristal") from Tasnee TRONOX © 2020 Tronox Holdings plc. | All rights reserved. | tronox.com World's largest vertically integrated TiO₂ producer Second largest TiO₂ pigment producer Second largest producer of high-grade titanium feedstocks Second largest producer of zircon Broadest technology and product suite in the industry Diverse well-balanced global customer base Our Mission To create the equity offering of choice in the TiO₂ space Our Goal To deliver shareholder returns above those of other TiO₂ equities; and Top-quartile returns against a broader group of chemicals and materials peer companies; On a sustained, long-term basis 4#5Global, Integrated Footprint Sets Tronox Apart NYC and Stamford USA Corporate Offices Hunt Valley USA Hamilton USA 225 KMT Oklahoma City USA R&D Paraiba Brazil Salvador, Bahia Brazil 60 KMT Tronox Corporate ◆Chloride Pigment ◆Sulfate Pigment Mineral Sands Operational Offices TRONOXX Stallingborough 165 KMT Thann France 32 KMT Namakwa South Africa São Paulo Brazil Botlek the Netherlands 90 KMT Paris France Jeddah Saudi Arabia KZN Sands South Africa © 2020 Tronox Holdings plc. | All rights reserved. | tronox.com Yanbu Saudi Arabia 200 KMT Singapore Singapore City Cooljarloo Australia Fuzhou China 46 KMT Kwinana Australia 150 KMT Wonnerup/ Northshore Australia Chandala Australia Seoul Korea Shanghai China Broken Hill Australia Australia 110 KMT Ginkgo Australia Australind/Kemerton Snapper Australia 5#6Integration and Globalization Advantages Vertical Integration Achieve and maintain first- quartile cost position Greater stability in financial performance Significant profitability and cash flow across varying macro-economic conditions TRONOX 26% 6% Balanced Geographical Sales 36% A Global Footprint to Serve a Global Industry © 2020 Tronox Holdings plc.| All rights reserved. | tronox.com 32% 6#7A Global Organization United by Our Core Values Tronox has created a high-performance organization that transcends geographic and cultural boundaries North America 600 Employees 9% South America 500 Employees 7.5% TRONOX Europe 975 Employees 15% South Africa 2000 Employees 29.9% Middle East 750 Employees 11.2% Asia 750 Employees 11.2% Australia 1100 Employees 16.4% Our Approach An outward mindset allows us to see beyond ourselves and be accountable for the whole. Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 Core Values We have an uncompromising focus on operating safe, reliable and responsible facilities. • We honor our responsibility to create value for stakeholders. • We treat others with respect, and act with personal and organizational integrity. • We build our organization with talented people who make a positive difference and we invest in their success. • We are adaptable, decisive and effective. • We are trustworthy and reliable, and we build mutually rewarding relationships. • We share accountability, and have high expectations for ourselves and one another. • We do the right work the right way in every aspect of our business. • We celebrate the joy of working together to accomplish great things. Our Results Safe, Quality, Low-Cost Tons for our Customers Exceptional Shareholder Returns 7#8Commitment to Sustainability is a Part of Tronox Culture Corporate citizenship and sustainability is an integral part of our global business. We are continually challenging ourselves to promote sustainable growth, invest in green technologies, be transparent in all our business operations, and make positive contributions in the communities where we live and work. • Chief Sustainability Officer recently appointed to drive product stewardship and environmental initiatives • Relentless focus on safety and sustainability measures TRONOX Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 8#9TRONOX Strategy Driven by Changing Industry Dynamics © 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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