2018 ANNUAL 2018 ANNUAL REPORT TRONOX HOLDINGS PLC NOT JUST BRIGHT. Brilliant. T R O N O H OLD I N GS PLC 201 A NNA L R EOR T United States Boulevard 263 Tresser Suite 1100 06901 Stamford, CT United Kingdom 25 Bury Street 3rd Floor 6AL London, SW1Y Beach, Australia Lot 22, Mason Road Kwinana Australia Western 6167 UNMATCHED GLOBAL FOOTPRINT GLOBAL UNMATCHED TRONOX HOLDINGS AT A A GLANCE TRONOX HOLDINGS AT FINANCIAL HIGHLIGHTS SHAREHOLDER INFORMATION SHAREHOLDER STOCK LISTING CERTIFICATIONS TRONOX HOLDINGS PLC is a public limited company incorporated under the laws of England and Wales. INFORMATION New York Stock Exchange Tronox has included as Exhibits We are the world’s leading integrated manufacturer of titanium dioxide pigment. We operate titanium-bearing mineral Tronox Holdings plc is a public 31.1, 31.2, 32.1, and 32.2 to its sand mines and beneficiation and smelting operations in Australia, South Africa and Brazil to produce feedstock limited company incorporated under TICKER SYMBOL Annual Report on Form 10-K/A materials that can be processed into titanium dioxide for pigment, as well as high-purity titanium chemicals, including the laws of England and Wales. TROX for fiscal year 2018 filed with © titanium tetrachloride and Ultrafine titanium dioxide. We consume a substantial part of our feedstock materials in We have global operations in North the Securities and Exchange our own pigment facilities in the United States, Australia, Brazil, United Kingdom, France, the Netherlands, China and America, South America, Europe, TRANSFER AGENT Commission certificates of its Saudi Arabia. The mining, beneficiation and smelting of titanium-bearing mineral sands creates meaningful quantities the Middle East, Africa, Asia and AND REGISTRAR Chief Executive Officer and of two co-products – zircon and pig iron – that we also supply to customers around the world. Australia. Computershare Trust Chief Financial Officer certifying, Company, N.A. among other things, the information CORPORATE OFFICES contained in the Form 10-K/A. (Millions of U.S. dollars, except share and per share amounts)(1) 2018 2017 2016 SHAREHOLDER SERVICES Australia: TELEPHONE Annually, Tronox submits to the Sales $1,819 $1,698 $1,309 Tronox Holdings plc Toll-free: +1.800.736.3001 New York Stock Exchange (NYSE) Net income (loss) from continuing operations $30 $(93) $ (139) Lot 22, Mason Road International: +1.781. 575.3100 a certificate of Tronox’s Chief Diluted loss per share from continuing operations $ (0.06) $ (0.89) $ (1.20) Kwinana Beach, Executive Officer certifying that Dividend paid per share $ 0.18 $ 0.18 $0.385 Western Australia 6167 SHAREHOLDER he was not aware of any violation Total assets $4,642 $4,864 $3,293 CORRESPONDENCE by Tronox of NYSE corporate Shares outstanding (at December 31) 122,933,845 121,270,743 116,319,952 Postal address: governance listing standards as P.O. Box 305 Regular Mail of the date of the certification. Kwinana, Western Australia 6966 Computershare Investor Services +61.(0)8.9365.1333 P.O. Box 505000 SHAREHOLDER Louisville, KY, 40233-5000 SALES REVENUE DISTRIBUTION FULL-TIME EMPLOYEES INFORMATION (1) (1) United Kingdom: BY GEOGRAPHY BY REGION Our Internet site www.tronox.com Tronox Holdings plc Overnight Mail 36% North America 18% Australia provides shareholders easy 25 Bury Street Computershare Investor Services 4% South and Central America 9% The Netherlands access to Tronox’s financial 3rd Floor 462 South 4th Street 30% Europe, Middle East and Other results. Shareholders may also London, SW1Y 6AL Suite 1600 and Africa 55% South Africa contact Brennen Arndt, Senior Louisville, KY, 40202 30% Asia-Pacific 18% USA Vice President, Investor Relations United States: at +1 646.960.6598. Tronox Holdings plc SHAREHOLDER EMAIL 263 Tresser Boulevard INQUIRIES Tronox and its operating unit names, logos, and SALES VOLUME DISTRIBUTION REVENUE FROM Suite 1100 [email protected] product service designators are either the registered BY END USE(1) PRODUCT SALES(1) or unregistered trademarks or trade names of Stamford, Connecticut 06901 Tronox Holdings plc and its subsidiaries. 79% Paints and Coatings 69% Pigment +1.203.705.3800 ELECTRONIC ACCESS 17% Plastics 16% Zircon www.edocumentview.com/trox 4% Paper and Specialty 5% Pig Iron This report is made available to 10% Feedstock and shareholders in advance of the Copies of the Tronox 2018 Other Products annual meeting of shareholders Annual Report and proxy to be held at 9 a.m. EDT, May 22, statement are available at 2019, in Stamford, Connecticut. www.edocumentview.com/trox. COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN* S&P Diversified Chemicals The proxy will be made available S&P 500 to shareholders on or about A copy of the company’s Form 200 200 S&P Materials April 24, 2019, at which time 10-K/A and other filings with the Tronox Holdings plc proxies for the meeting will be U.S. Securities and Exchange 150 150 requested. Commission are available at investor.tronox.com/sec.cfm. 10 Information about Tronox, 100 100 including financial information, (*) $100 invested on 12/31/12 in stock or index, including reinvestment of dividends. Fiscal year ending can be found on our website: This paper has been certified to meet the 50 December 31. 50 www.tronox.com. environmental and social standards of the Copyright© 2018 Standard & Poor’s, a division of S&P Forest Stewardship Council® (FSC®) and from Global. All rights reserved. well-managed forests and other responsible 0 sources. 12/1312/14 12/1512/16 12/1712/18 (1) The following information is from our Form 10-K/A for the year ended December 31, 2018, filed with the Securities and Exchange Commission on March 1, 2019. LETTER TO SHAREHOLDERS TO MY FELLOW SHAREHOLDERS: It is not often as a CEO of a mining and chemicals company that you get to quote a German philosopher, but this year it seems appropriate to quote Friedrich Nietzsche, “That which does not kill us, makes us stronger.” Nietzsche nailed it. Indeed, the past 27 months have made us strong. After endless challenges, disappointments and delays, Tronox finally completed its acquisition of Cristal on April 10, 2019. The undeniable determination and unwavering focus of the men and women of Tronox and Cristal are proof that today, we are truly stronger – together. A YEAR OF TRANSFORMATION AND EXECUTION Last year in my letter to you, I spoke of transformation In addition to combining with Cristal, we took other and execution. Over the last twelve months, we have transformational steps that position us for success: had a supersized portion of both. The combination of In March 2019, we re-domiciled to the United Kingdom, Tronox and Cristal was a transformational moment for thereby enhancing our ability to repurchase shares, our company and the industry. Tronox is a vertically creating more options in terms of refreshing our Board integrated industry leader with unique capabilities that of Directors and bringing our jurisdiction of incorporation are the foundation for our success. Not only did we more into line with some of our peers and the majority transform, but in the face of great uncertainty the men of other non-U.S. companies listed on the NYSE. and women of Tronox, and our new colleagues at In late 2018, we entered into an agreement with Exxaro Cristal, executed and performed remarkably. Resources Limited, our then largest shareholder, which had previously announced an intention to divest of its interest in our company. The agreement ensures the Unique Capabilities Created by Transformation orderly sale of Exxaro’s Tronox interest in a manner Nine pigment plants and eight mineral sands that we believe preserves the value of our $4.1B of facilities NOL’s, provides an option for us to directly repurchase any Tronox shares Exxaro elects to sell, as well as Second largest producer of titanium dioxide addresses several legacy issues related to our 2012 pigment, high-grade feedstock and zircon acquisition of Exxaro’s mineral sands business. Industry’s broadest product offering and technology portfolio Freed from the governance restrictions, we embarked upon a refreshment of our Board of Directors to make it more diverse, enhance the levels of experience and Remarkable Execution perspectives offered by its members, and pave the road for orderly succession as several long-serving members Record-breaking safety performance prepare for retirement over the next year. These changes Successful refinancing of balance sheet include the following: Dr. Vanessa Guthrie and Stephen Jones joined our Began implementation of margin stabilizing Board at the time of the re-domiciliation; commercial approach Two designees of The National Industrialization TiO2 adjusted EBITDA margins of 33%, Company of Saudi Arabia (known as “Tasnee”), up from 29% prior year the former owner of Cristal and now our largest LETTER TO SHAREHOLDERS shareholder, joined our Board: Mutlaq Al-Morished, We transitioned the Board leadership structure with chief executive officer of Tasnee, and Moazzam Ilan Kaufthal, our former Non-executive Chairman, Khan, former chief financial officer of Cristal; becoming Lead Independent Director, while I became Dr. Talal Al Shair, the visionary founder of Cristal, Chairman, in addition to Chief Executive Officer. became an honorary Director Emeritus and will continue to provide his wisdom and counsel to our company; and FORWARD TOGETHER WITH A BRILLIANT ADVANTAGE Diversity is Our Strength Our Core Values In addition to being the largest vertically integrated We have an uncompromising focus on operating titanium dioxide producer, Tronox is the most diverse safe, reliable and responsible facilities. company in the industry. While there are many global companies, the specific geographic regions in which We honor our responsibility to create value for we operate make us unique. We embrace our diversity. stakeholders. Our diversity is an advantage; it makes us stronger.