Citi Basic Materials Conference November 28, 2017 Safe Harbor - PowerPoint PPT Presentation

Citi Basic Materials Conference November 28, 2017

Safe Harbor Statement Statements in this presentation that are not historical are forward-looking statements within the meaning of the safe harbor provisions 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 based on our growth 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 or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled “Risk Factors" in our Form 10-Q for the period ended September 30, 2017 and our Annual Report on Form 10-K for the year ended December 31, 2016. 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 or achievements. Moreover, 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 as a result of new information or future developments. This presentation contains certain non-U.S. GAAP financial terms that we use in the management of our business, including EBITDA, adjusted EBITDA, adjusted EBITDA margin, free cash flow and adjusted earnings per diluted share. Reconciliations to their nearest U.S. GAAP terms are provided in the Appendix of this presentation. 1

Strong Performance - Strategically, Financially and Operationally  3Q17 TiO 2 : Revenue +28%, Adj. EBITDA +79%, Adj EBITDA margin 31%; FCF $120m  Sale of Alkali Chemicals for $1.325 billion  Shareholder approval received to issue 37.58 million Class A Shares to Cristal  Refinancing lowered cost of debt, extended maturities, increased liquidity, provided additional pay down flexibility  Increased TROX liquidity from secondary offering of 22.425m shares by Exxaro  Cristal TiO 2 acquisition integration planning proceeding on schedule 2

Tronox-Cristal Investment Highlights 1 • Largest TiO 2 production base with ~18% of industry capacity in 2016 Creates Largest Global • Global footprint with 11 TiO 2 plants and 8 mineral sands facilities TiO 2 Producer on 6 continents • Increased exposure to faster-growing emerging markets 2 • Large scale assets with highly competitive cost position Most Vertically • Intend to be ~85% vertically integrated on net-TiO 2 basis Integrated • Full utilization of mineral sands assets across cycles 3 • $100m synergies in year 1 and $200m in year 3 expected • Unlocking incremental TiO 2 volumes from operational efficiencies in Multiple Levers to Grow tight supply-demand market Shareholder Value • Cash flow generation expected to lead to rapid deleveraging and cash deployment opportunities 3

Global Footprint Stallingborough Botlek Thann Fuzhou UK the Netherlands France China Ashtabula 1 & 2 Capacity: 165 kMT Capacity: 90 kMT Capacity: 32 kMT Capacity: 46 kMT USA Capacity: 245 kMT Stamford USA Corporate Offices Snapper Australia Yanbu KSA Hamilton Capacity: 200 kMT USA Ginkgo Capacity: 225 kMT Australia Jazan (1) Namakwa Sands KSA South Africa Paraiba Brazil Bunbury KZN Sands Australia South Africa Capacity: 110 kMT Salvador, Bahia Cooljarloo Brazil Australia Capacity: 60 kMT Kwinana Wonnerup Chandala (2) Australia Australia Australia Cristal Tronox Capacity: 150 kMT Pigment Tronox Corporate Mineral Sands Pigment Mineral Sands (1) Tronox negotiating an option to acquire Cristal’s Jazan slagger (2) Represents a mineral processing plant and not a mine 4

Benefits of Integration • Guaranteed demand from 11 TiO 2 pigment plants enables smelting operations to run at Mineral Sands consistently high utilization rates and at low cost Can Maintain • Low-cost position generates strong cash flow with reduced volatility Consistently High • No longer subject to demand volatility across the cycle; merchant feedstock suppliers have Operating Rates historically operated at lower utilization rates during cycle downturns • Ore bodies within a mine can be targeted to deliver specific feedstock and co-products content Optimizing • Dependent on market conditions, higher zircon content can be targeted versus titanium- Feedstocks and Grades bearing ore, for example • Tronox benefits from having both chloride and sulfate plants • High-value co-products in the mining of TiO 2 feedstock Zircon and Rutile • Provide attractive co-product credits, further benefiting integrated margin profile Co-products • In effect, reducing net feedstock costs 5

Highly Synergistic Combination Components of Anticipated Synergies (1) One-time Costs to Achieve (1) ($ millions) ($ millions) ~$60 ~$230 Logistics Supply Chain Feedstock SG&A ~$30 ~$200 ~$25 ~$20 Operations ~$2 ~$160 Q4 17E 2018E 2019E 2020E 2021E Capex P&L Sources of Synergies ~$100 • Full utilization of mineral sands assets • Optimizing value in use of our feedstock • Sharing of best practices across complementary technologies, production facilities and production geographies • Significant supplier overlap • Enhanced global footprint reduces average distance to customers $5 • Consolidation of third party spend, overlapping functions, elimination Q4 '17E 2018E 2019E 2020E 2021E of redundant corporate costs Pre-tax run-rate synergies of more than $100 million by year 1 and more than $200 million by year 3 expected (1) Estimates at deal announcement on February 21, 2017 6

Pro Forma Tronox Overview New TiO 2 465 kMT 858 kMT 1,323 kMT Nameplate Capacity 220 400 180 Long Short Short 1,340 1,160 Feedstock 810 750 530 Balance 410 (kMT, TiO 2 units) Demand Supply Demand Supply Demand Supply Pro Forma Sales $3,578 Annualized $2,034 $1,598 ($ millions) 1H 2017 Run-rate 1H 2017 Run-rate 1H 2017 Run-rate (2) $731 Synergies: $100 Pro Forma Adj. EBITDA $631 Annualized 1 $324 $291 ($ millions) and % margin 1H 2017 Run-rate 1H 2017 Run-rate 1H 2017 Run-rate (2) 20.3% 14.3% 20.4% Note: USD in millions. Tronox figures are for Tronox TiO 2 business plus Corporate minus Alkali business. (1) Sum of 1H 2017 Pro Forma Adj. EBITDA multiplied by two and Year 1 estimated synergies of $100mm. (2) Pro forma sales adjusted for 1H 2017 annualized elimination of sales between Tronox and Cristal of $54mm; Pro forma adjusted EBITDA reflects an additional 7 $16mm EBITDA related to Cristal’s 50% interest in AMIC, which is not a part of the Cristal Acquisition

Free Cash Flow and Deleveraging Profile Pro Forma EBITDA Strong EBITDA growth driven by multiple levers + Synergies Sizeable and achievable synergies from Cristal merger _ Refinancing lowered overall cost of debt and provided Interest additional pay down flexibility _ Taxes Leverage significant tax attributes to reduce taxes _ Support requirements of business and debottleneck Capital Expenditures operations Attractive free cash flow generation attainable in the Free Cash Flow near-term 8

Capital Allocation Strategy  Capital expenditures to support business growth and debottleneck operations  Reduce debt with target net leverage ratio range of 2.0-3.0x EBITDA  Balance strategic investment flexibility and shareholder capital return 9

Q&A Session www.tronox.com

Appendix www.tronox.com

TiO 2 Value Chain TiO 2 Pigments Feedstock Markets Natural Rutile • Higher Feedstock Costs Chloride Paints and • Lower Processing Costs Process Coatings • Environmentally Leucoxene Friendly Titanium- Bearing Synthetic Mineral Plastics Rutile Sands Ilmenite • Lower Feedstock Costs Sulfate • Higher Processing Costs Paper and Process • Energy and Waste Titanium Specialty Intensive Slag Automotive and Engineering Component Castings Pig Iron Zircon Ceramics 12