Tronox Investor Presentation

November 2021

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 1

Safe 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 the effects of the COVID-19 pandemic and anticipated
synergies based on our growth and other strategies, anticipated completion of extensions and upgrades to our mining and operations, anticipated trends in our business, anticipated costs and benefits of project
newTRON and Atlas Campaspe, and the Company’s anticipated capital allocation strategy. 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. Significant risks and uncertainties may relate to, but are not limited to, business and market disruptions related to the COVID-19 pandemic,
market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, including
supply chain disruptions, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental,
political, legal and regulatory factors. These and other risk factors are discussed 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. 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.

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 2

 Why Tronox?

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 3

Why Tronox?

1• World’s leading vertically integrated TiO2 producer with an advantaged cost position

2• Diverse and well-balanced global customer base and end-market exposure

3• Positioned to benefit from attractive TiO2 market evolution

4• High-value co-products add earnings power

5• Controllable cost levers drive further earnings upside

6• Strong financial performance generates significant free cash flow

7• Capital allocation policy designed to deliver significant shareholder value

8• Organization United by Our Strategy, Core Values & Commitment to Sustainability

Tronox Holdings plc | © 2021 4

 Tronox – A Focused Titanium Industry Leader
1

Sales by Region1 Sales by Product1 TiO2 Sales Volume

by End Use Market2
$3.5B ~6,500 LatAm
Feedstock and Paper and
LTM sales employees 7%
Other Products Specialty
8% 8%
North
America EMEA Paints and

Global
21% 39% Coatings
TiO2 79%

TROX
76%

NYSE
Leader Asia Pacific Zircon
Plastic
16%
13%
9 pigment 33%

plants,

~85% 6 mines,
5 upgrading • Tronox Holdings plc is a global vertically-integrated
mining and inorganic chemical company
feedstock facilities on • 1.1 million tons of nameplate TiO2 pigment capacity
integration 6 continents • 297,000 tons of zircon processing capacity
• Diverse, well-balanced global customer base
76% • Formed through a combination of significant
TiO2 sales by
volume to paints
~1,200 transactions:
‒ 2005 spin-off from Kerr-McGee Corporation;
and coatings end customers ‒ 2012 acquisition of mineral sands business of
market Exxaro Resources; and
‒ April 2019 acquisition of the TiO2 business of
1 Sales split for nine months ending Sep. 30, 2021
The National Titanium Dioxide Company
2 TiO sales volume split for FY2020
2
Limited of Saudi Arabia (“Cristal”) from Tasnee

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 5

 Nine TiO2 Pigment Plants, Six Mineral Sands Mines, and
1

Five Upgrading Facilities on Six Continents

• 1.1 million tons of nameplate

TiO2 pigment capacity

• 297,000 tons of zircon

processing capacity

• 220,000 tons of pig iron

• 410,000 tons of titanium slag

• 230,000 tons of synthetic rutile

• 182,000 tons of rutile and

leucoxene

Note: Figures based on 2020 nameplate capacities.

Tronox Holdings plc | © 2021 6

 Superior Competitive Position as Most Vertically Integrated
1

TiO2 Producer
Namakwa
Benefits of Integration
Gingko
Existing Fairbreeze East and UMM Cooljarloo Wonnerup Paraiba
Operations

Snapper
West
Mining

 Zircon
 Pig Iron
 Full utilization of mining and
Future Fairbreeze East OFS Atlas Coolljarloo (Direct sales)
feedstock assets to operate more
Port Durnford Campaspe West
(Extensions) Extension UMM Expansion Under Development Dongara efficiently and at lower cost

 Rutile
 Optimize targeted feedstock and
 Ilmenite
Resulting Ti-Products:  Leucoxene grades depending on market
 Sulfate ilmenite
 Chloride ilmenite conditions

Existing
Namakwa KZN Chandala  Assures feedstock supply matches
Operations
Upgrading

190k MT Ti Slag 220k MT Ti Slag 230k MT Syn. Rutile

demand and captures feedstock
Direct margin on pigment sales in all
Use
Future
Jazan market conditions
500k MT Ti Slag

 Ensures low-cost position which

enables strong cash flow generation
 Slag
Resulting Products:  Synthetic Rutile and higher margins with reduced
volatility

Pigment Chloride Sulfate

Production 940k MT 138k MT

Tronox Holdings plc | © 2021 7

2
Balanced Geographic Footprint and End-Market Exposure
Provides Significant Advantage Relative to Competitors
Balanced Geographical Sales1 Sales by Product1

Feedstock
and Other
Products
21% 8%
Zircon
39% 13% TiO2
79%
33%
Plastic Paints &
13%2 Coatings
60%2
7%
Paper &
Specialty
6%2

A Global Footprint
to Serve a Global Industry

1 Sales split for nine months ending Sep. 30, 2021; 2 End market split for TiO2 based on 2020 sales volume.

Tronox Holdings plc | © 2021 8

 Tronox’s Strategy is Best Aligned with the Changing TiO2
3

Industry Dynamics
Evolving industry trends… …Coupled with reduced price volatility
High Quality TiO2 Price1
• Producer consolidation and migration to public ownership
($ per tonne delivered)
• Higher probability of periods of feedstock and pigment
cycle asymmetry Old cycle New cycle

• Customer consolidation and globalization

Strategy
$300
$1,500

 Advantaged cost structure and vertical integration are

critical to remain competitive
 Commercial approach and margin stabilization are key
components of long-term strategy

1 TZMI TiO2 historical pricing data and projections

Tronox Holdings plc | © 2021 9

 TiO2 Market Has Historically Demonstrated a Healthy Track
3

Record of Growth
• Long-term TiO2 demand correlated with GDP growth $90,000 R2: 98% 6,750

$80,000
• Historical short-term swings in TiO2 demand driven by

Real GDP ($ Billions)1

5,750

TiO2 Demand (KT)1

customer stocking/destocking actions $70,000
4,750
$60,000
• Expected to be reduced going forward with
margin stabilization strategy $50,000 3,750

$40,000
• COVID-19 halted demand upturn in early 2020 2,750
$30,000
• Continued stimulus and end-market strength driving $20,000
1,750
strong 2021 demand recovery in excess of GDP
$10,000 750

Current market conditions indicate TiO2 market continuing demand recovery

1 Global GDP and TiO2 demand figures per management

Tronox Holdings plc | © 2021 10

 Tronox is Positioned to Capitalize on a Strengthening TiO2
3

Market
Market Tailwinds Tronox Tailwinds

• Price and volume recovery since 2H 2020 • Continued sequential improvement in quarterly Adj. EBITDA1 – up 300 basis
• Proven end-market resiliency through pandemic points Q3 2021 vs. Q2 2021 and 700 basis points vs. Q3 2020

• Substantial demand growth in emerging economies • Proven margin resiliency throughout 2020 with Adj. EBITDA1 margins in
excess of 25% in Q4
• Limited new capacity additions expected in the near-term
• Additional incremental Cristal synergies expected in the pipeline
• Further cost reduction expected through newTRON and feedstock investments
35%
significant margin resiliency
30%
25%
Adj. EBITDA1
Margin %

20%
15%
10%
5%
0%
Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 3 Q2-17 3 Q3-17 3 Q4-17 3 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 2 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20

1 Adj. EBITDA and Adj. EBITDA margin are non-GAAP measures. See Appendix for reconciliation to nearest GAAP measure; 2 Q1 2019 and the first nine days of April 2019 figures PF for Cristal acquisition; 3 2017 figures PF for sale of Alkali

Tronox Holdings plc | © 2021 11

 Zircon Delivering Significant Value
4

Zircon Demand1
• Second largest zircon producer with ~297,000 tons of capacity
Tronox Zircon • Largest production capacity of our portfolio at Namakwa Sands By Geography
Assets
• We estimate total zircon reserves of 4.6MT at Namakwa, 1.0MT at KZN, and 1.1MT in Americas
Northern Operations in Australia, and 0.7MT in Eastern Operations in Australia 10%

Rest of
Asia
• China & southern Europe are most significant geographies driving demand 16% China
Market Dynamics 53%
• Millers are Tronox’s primary customers
EMEA
• GDP-driven demand growth and increasing supply tightness 22%
Long-term
• Mineral deposit qualities declining and reinvestment lagging in the industry while
Fundamentals
Tronox maintains a portfolio of extensive long-term reserves and continues to reinvest
By End-market
Other
Zirconia & Zr 2%
Chemicals
22%
Ceramics
46%

Foundry
11%

Refractory
19%
1 2019 TZMI Zircon volume data

Tronox Holdings plc | © 2021 12

5
Key 2021 Capital Projects Expected to Further Enhance Tronox’s
Cost Position
Project newTRON Atlas Campaspe Jazan
• Multi-year, global digital transformation • Australia mining project replacing • Completed technical modifications and
strategy project Snapper / Ginkgo mines that are cold commissioning
expected to reach end of life in 2022
• Will enhance benefits of vertical • Hot commissioning in process
integration and further reduce • Abundant in natural rutile, high value
• First slag production expected late in
integrated cost per ton zircon, and high-grade ilmenite
Q4
suitable for synthetic rutile or slag
• Estimated CapEx of ~$65M in 2021
processing or direct use • Slag production must reach
and ~$85M in 2022, totaling ~$150M
“sustainable operations” before Tronox
• Estimated CapEx of ~$70M in 2021
• $150-$200 per ton in annual run rate would acquire ownership
and ~$80M in 2022, totaling ~$150M
benefits across the enterprise
for mine development • Based on the current plan, the earliest
anticipated by YE 2023
“sustainable operations” could be
• Investment in sustaining Tronox’s
• Optional second phase of newTRON achieved would be Q4 2022
internalization of feedstock supports
with similar capital investment and cost
continued ~$300+ per ton savings • Tronox’s $125M capital loan to the
reduction profile
relative to average high grade project completed in Q4 2020
feedstock price

Continued advancement of Tronox's vertically-integrated strategy expected to reinforce position as industry

leader in financial performance and as a top TiO2 producer

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 13

 Strong Free Cash Flow Provides Financial, Strategic and
6

Operational Flexibility
Strong Free Cash Flow Generation... ...Coupled with a Robust Financial Position
Free Cash Flow Conversion1 Ample Liquidity
• $764M in available liquidity as of September 30, 2021
78% 77% • $309M in cash & cash equivalents distributed across regions with no trapped cash
71% 74% • $418M in FCF3 generated in in the first nine months of 2021
71%
62% Strong Balance Sheet
• Total debt of $2.7B and TTM net leverage4 of 2.6x at end of Q3 2021
• No significant near-term debt maturities before 2025
• No financial covenants on term loans or bonds
• Estimated <$5M in Pension Contributions required in FY 2021

Debt maturity schedule ($M)

Term Loan
New Standard Bank TL5
1,098 1,075
6.50% Sr. Secured Notes due 2025
4.625% Sr. Secured Notes due 2029 500
99
2016 2017 2 2018 2019 2 2020 YTD
09.30.21 2021 2022 2023 2024 2025 2026 2027 2028 2029
Source: Company filings; Note: 1) Calculated as (Adj. EBITDA – Capital Expenditures) / Adj. EBITDA. Free Cash Flow Conversion is a non-GAAP measure. See the Appendix for a reconciliation to the nearest GAAP measure; 2) 2017 figures PF for sale of Alkali; 2019 Adj. EBITDA PF for Cristal acquisition,
CapEx as reported; 3) Free Cash Flow is a non-GAAP measure. See the Appendix for a reconciliation to the nearest GAAP measure; 4) Net Leverage calculated as Net Debt / TTM EBITDA; 5) New Standard Bank TL effective 11/21 due to delayed draw feature. Based on 9/30/21 FX rate.

Tronox Holdings plc | © 2021 14

 We Remain Committed to Our Strategy
7

Essence of our strategy, driven by changing industry dynamics:

To Become an Advantaged Global TiO2 Leader

The right people, culture and capabilities will allow us to execute our strategy

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 15

 A Global Organization United by Our Core Values
7

Tronox has created a high-performance organization that transcends geographic and

cultural boundaries
Our
Core Values Our Results
Approach
• 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
An outward personal and organizational integrity. Safe, Quality,
mindset allows • We build our organization with talented people Low-Cost,
us to see who make a positive difference, and we invest Sustainable,
beyond in their success. Tons for our
ourselves and • We are adaptable, decisive and effective. Customers
be accountable • We are trustworthy and reliable, and we build
for the whole mutually rewarding relationships. Exceptional
Shareholder
• We share accountability and have high Returns
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.

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 16

7

Our Sustainability Commitment

› Sustainability has always been a part of how we do business at Tronox.
› Vertical integration model sets us apart with holistic view of supply chain.
› Sustainability embedded into every aspect of our business.
› Accountable for all our actions.
› Committed to intentional progress.

We will deliver on our sustainability promises while continuing to drive shareholder

value creation and essential products that support and help clean our world.

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 17

 Tronox’s Enhanced ESG Oversight
7

Board Level Attention Demonstrated Focus

• Board committee structure reorganized • Aligned with a global warming scenario
during Q3 2021 to include Governance and below 2°C
Sustainability Committee to enhance
• Set aspirational goal of net zero
oversight of environmental, social and
greenhouse gas emissions and zero waste
governance (ESG) efforts
to external dedicated landfills by 2050
• Restated committee charter to require
• “Journey to Zero” initiative to achieve zero:
management to regularly report on its
Injuries, Incidents, or Harm
progress on key ESG initiatives to the
Board • Commitment to be fully compliant with
applicable TCFD and SASB disclosure
standards when the next sustainability
report is released in 2022

We strongly believe businesses like ours must operate both profitably and sustainably.
These goals are complementary, not in opposition.

For more details, please visit Tronox’s latest Sustainability Report: LINK

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 18

Updated Capital Allocation Policy
Remain committed to internal investment that will further reduce our production costs and
sustain our vertical integration advantage while prudently returning capital to shareholders
Following the expected achievement of reaching our $2.5B gross debt target in Q1 2022,
we anticipate the following uses of cash:
• Capital Expenditures: Continue to invest in the business through cost reduction, as well as
growth- and vertical integration-related capital expenditures including projects
‒ Minimum $125M of annual maintenance and safety capital per year
‒ Cost reduction / growth capital expected to deliver annual returns greater than 25% and yield a
payback of less than 3-4 years, such as project newTRON
‒ Investments in vertical integration, such as Atlas Campaspe
• Dividend: Continued increases in our annual dividend, including anticipated increase to $0.50 per
share on an annualized basis in Q1 2022
• Share Repurchases: Repurchase of up to $300 million ordinary shares through February 2024 to
offset dilution
• Debt Paydown: Excess cash towards continued reductions in debt

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 19

 Financial Highlights

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 20

Third Quarter Messages
Continued strong execution

• Continued margin expansion given improved pricing and cost savings

offsetting increased commodity and freight costs
• Significant free cash flow from differentiated business model allowing
for accelerated deleveraging ahead of our targeted objectives
• Delivered higher volumes and recognized higher average selling prices
for both TiO2 and zircon YoY
• Product demand remains strong across the portfolio
• Project newTRON implementation is progressing on schedule to
provide for digital transformation and meaningful long-term cost
reduction

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 21

Third Quarter 2021 Financial Highlights
• Solid financial performance in line with guidance Summary Financials
Q3 Q3 YoY Q2 QoQ
2021 2020 %∆ 2021 %∆
• Revenue of $870M, driven by higher average selling prices
Revenue $ 870 $ 675 29% $ 927 (6)%
across all products and higher TiO2 and zircon volumes
• Income from operations of $168M and net income of $113M Income from Operations $ 168 $ 49 243% $ 150 12%
• GAAP Diluted EPS of $0.70, Adj. Diluted EPS of $0.72
Net Income1 $ 113 $ 902 (87)% $ 77 47%
• Adj. EBITDA of $252M and Adj. EBITDA margin of 29%, an
increase of 700 bps
GAAP Diluted EPS1 $ 0.70 $ 6.18 (89)% $ 0.46 52%
• Record free cash flow of $191M
• Continued deleveraging, reducing total debt to $2.7B and Adj. Diluted EPS $ 0.72 $ 0.05 1,340% $ 0.61 18%

net leverage to 2.6x, within our long-term targeted range of

Adj. EBITDA $ 252 $ 148 70% $ 237 6%
2.0x-3.0x and ahead of our target of 2023

Adj. EBITDA Margin % 29% 22% 700 bps 26% 300 bps

Note: All figures are US$M unless otherwise noted. See appendix reconciliations for non-GAAP financial measures.
1) Q3 2020 Net Income and GAAP EPS include a non-cash deferred tax benefit of $895M and $6.17 per share, respectively, due to the reversal of a portion of US valuation allowance relating to net-operating loss carryforwards.

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 22

Historical Financial Performance
Adj. EBITDA1 ($M) Adj. EBITDA1 – CapEx ($M)
Adj. EBITDA1 margin Free Cash Flow Conversion2

$714 78% 77% $531

$681 $668
28% 27% $483 $473
25% 74%
24% 71% 71%
$513 23% $396
62%
$329
$420
15%
$314
$195

3 3
2016 2017 2018 2019 2020 YTD 2016 2017 3 2018 2019 3 2020 YTD
9.30.21 9.30.21

Proven record of profitability, strong margins and significant free cash flow generation

1 Adj. EBITDA and Adj. EBITDA margin are non-GAAP measures. See the Appendix for a reconciliation to the nearest GAAP measure; 2 Calculated as (Adj. EBITDA – Capital Expenditures) / Adj. EBITDA. Free Cash Flow Conversion is a non-

GAAP measure. See the Appendix for a reconciliation to the nearest GAAP measure; 3 2017 figures PF for sale of Alkali; 2019 Adj. EBITDA PF for Cristal acquisition, CapEx as reported

Tronox Holdings plc | © 2021 23

Outlook Published October 28, 2021
Q4 2021 Outlook FY 2021 Estimated Uses of Cash

• TiO2 and zircon prices expected to continue to increase • Net Cash Interest Expense: ~$130M-$140M
• TiO2 sales volumes expected to be flat to down mid- • Cash Taxes: ~$40M-$50M
single digits
• Capital Expenditures: ~$300M
• Zircon sales volumes expected to remain elevated
• Pension Contributions: less than $5M
above 2019 and 2020 quarterly volume levels,
benefiting from sales from inventory, though lower than • Expect working capital to be a modest source of cash
Q3 2021 levels
• Adj. EBITDA outlook of $230M-$245M
– Range impacted by logistics challenges, higher
freight and commodity costs and some less
favorable product mix

Leveraging vertically integrated business model to produce safe, quality, low-cost, sustainable tons for our
customers and deliver results for our stakeholders
Note: See appendix reconciliations for non-GAAP financial measures. For the Company's guidance with respect to Q4 2021 Adj. EBITDA, 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 measures are uncertain, out of the Company's control or cannot be reasonably predicted.

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 24

Key Takeaways as We Prepare to Close Out 2021
Continued strong execution
Strong demand and volumes resulted in solid earnings performance despite some cost challenges

Recognized higher average selling prices for both TiO2 and zircon

Strong free cash flow allowing for leverage reduction and execution of capital allocation priorities

Project newTRON implementation is progressing on schedule to provide digital transformation and

meaningful long-term cost reduction

Focused on executing the strategy and deploying capital effectively

Business model continues to differentiate from competitors: vertical integration provides security of
supply, running mining and beneficiation assets flat out enables favorable fixed cost absorption, and
zircon contributes incremental profitability

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 25

Appendix

26
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 26
 Our Operations

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 27

The TiO2 Value Chain

• Tronox is vertically integrated from mine to

pigment, with approximately 85% of our ore
feedstock needs met by our internal
production; the remaining 15% of ore
feedstock needs are purchased externally
• We believe that vertical integration is the
best way to achieve our ultimate goal of
delivering safe, quality, low-cost,
sustainable pigment to our approximately
1,200 TiO2 customers throughout the world

Note: Percentages set forth in the chart refer to the global TiO2 market as of December 31, 2020.

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 28

Tronox’s Established Mining Operations

Namakwa, South Africa KZN, South Africa Australia

• Largest HM Reserves at ~44m MT • Fairbreeze Mine HM Reserves at ~13m • ~9m MT of HM Reserves at Northern
MT Ops; ~1m MT at Southern Ops; ~7m
• Processing Capacities: 30k MT Rutile
MT at Eastern Ops
& leucoxene and 125k MT Zircon • Processing Capacities: 25k MT Rutile &
leucoxene and 55k MT Zircon • Larger resource base not yet proven
• Much larger resource base not yet
classified as reserve • Port Durnford is ~1b MT of Resource base • Processing Capacities:
in initial development state • Northern: 35k MT Rutile &
• All ilmenite consumed for local leucoxene & 40k MT Zircon
conversion to slag
• Southern: 12k MT Rutile &
• Additional 2.5m MT of un- leucoxene & 12k MT Zircon
attritioned (UMM) ilmenite in stockpile
• Eastern: 80k MT Rutile &
‒ Plan to use excess UMM leucoxene and 65k MT Zircon
ilmenite to produce SG ilmenite • Snapper/Ginkgo operation expected to
for Jazan phase out with Atlas-Campaspe on
track for seamless transition in 2022

South Africa

Note: Capacities per year as of December 31, 2020.

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 29

 Smelting Operations to Produce High-Grade TiO2 Feedstock
Material for our Pigment Plants
Namakwa, South Africa KZN, South Africa Chandala, Australia
• Two smelting furnaces that produce • Two smelting furnaces that produce Ti • Metallurgical site which includes a kiln
titanium slag (“Ti Slag”) Slag that produces Synthetic Rutile
• 220k MT of Ti Slag annual production
• 190k MT of Ti Slag annual production capacity
• 230k MT of Synthetic Rutile annual
capacity production capacity
‒ 120k MT pig iron annual production
‒ 100k MT pig iron annual capacity
production capacity

Note: Capacities per year as of December 31, 2020. KZN, South Africa

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 30

Jazan Expected to Increase Total Ti Slag Production by 500k MT
Producing high-grade feedstock for our pigment plants
• Jazan is a key to further optimize vertical integration of Tronox
• Jazan smelter comprised of two high-grade chloride slag furnaces with 500ktpa of combined capacity
• Tronox, under a revised technical services agreement with the owners, has assumed management of the
Furnace 1 rebuild process
• High-return potential for limited investment
• Tronox provided $125M in loans to fund start-up
• Last $12M payment completed in Q4 2020
• Slag production must reach “sustainable operations” before Tronox would acquire 90% ownership for
assumption of $322M of debt
• First slag production anticipated in Q4 2021 – Based on the current plan, the earliest “sustainable
operations” could be achieved would be Q4 2022

Jazan, KSA

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 31

 Nine Pigment Plants Across Six World Regions
North America Europe Australia
• Tronox’s largest pigment plant is located • Stallingborough, U.K plant has a production • Kwinana, Western Australia plant
in Hamilton, Mississippi and has a capacity of 165k MT (chloride process) (~40km from Perth) has a production
production capacity of 225k MT (chloride • Botlek, Netherlands plant has a production capacity of 150k MT (chloride process)
process) capacity of 90k MT (chloride process)
• Kemerton, Western Australia plant
• Thann, France plant has a capacity of 32k (~10km from Bunbury) has a production
MT (sulfate process) and produces TiO2 sold capacity of 110k MT (chloride process)
primarily for specialties applications

South America Middle East China

• Bahia plant in Brazil is located ~20 km • Yanbu, Saudi Arabia plant as a production • Fuzhou, China plant is Tronox’s
from Salvador and has a production capacity of 200k MT (chloride process) smallest facility, with a production
capacity of 60k MT (sulfate process) capacity of 46k MT (sulfate process)
• Built as a replica of Hamilton using a
‒ Serves as the only integrated TiO2 technology license from Tronox (Kerr- • Permitted for expansion to 140k MT
plant in South America McGee at the time)

Note: Capacities per year as of December 31, 2020. Yanbu, KSA

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 32

 Financial Tables & Reconciliations

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 33

Annual Reconciliation of Net (Loss) Income to EBITDA, Adjusted EBITDA (Non-U.S. GAAP) and
Free Cash Flow Conversion (Non-U.S. GAAP)

($ millions) Year Ended December 31,

2016 2017 2018 2019 2020

Net income (loss) (U.S. GAAP) $ (58) $ (272) $ 30 $ 41 $ 995

Income from discontinued operations, net of tax (U.S. GAAP) - (179) - - -
Net income (loss) from continuing operations (U.S. GAAP) $ (58) $ (93) $ 30 $ 41 $ 995
Interest expense 184 188 193 207 189
Interest income (3) (10) (33) (12) (8)
Income tax provision (benefit) (115) 6 13 31 (881)
Depreciation, depletion and amortization expense 236 182 195 323 304
EBITDA (non-U.S. GAAP) $ 244 $ 273 $ 398 $ 590 $ 599
Inventory step-up - - - - -
Transaction costs - 48 66 - 14
Share-based compensation 25 31 21 32 30
Restructuring 1 (1) - 22 3
Integration costs - - - 16 10
Restructuring (income) expense - - - - -
Loss on extinguishment of debt (4) 28 30 3 2
Foreign currency remeasurement 32 25 (28) (6) (4)
Impairment loss - - 31 - -
Settlement gain - - (3) (1) (2)
Charge for capital gains tax payment to Exxaro - - - 4 -
Insurance proceeds - - - - (11)
Reversal of accrual related to tax settlement - - (11) - -
Other items 16 16 9 21 27
Adjusted EBITDA (non-U.S. GAAP) $ 314 $ 420 $ 513 $ 681 $ 668

Capital expenditures (119) (91) (117) (198) (195)

Adjusted EBITDA (non-U.S. GAAP) – Capital expenditures $ 195 $ 329 $ 396 $ 483 $ 473
% Free Cash Flow Conversion (non-U.S. GAAP) 62% 78% 77% 71% 71%

Note: Adj. EBITDA margin calculated as Adj. EBITDA / Net sales; 2019 Adj. EBITDA pro forma for Cristal acquisition; CapEx as reported; 2017 figures pro forma for sale of Alkali

Tronox Holdings plc | © 2021 34

 Quarterly Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA (Non-U.S. GAAP)

($ millions) Three Months Ended

2014 2015 2016 2017
Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Dec 31

Net income (loss) (U.S. GAAP) $ (54) $ 2 $ (90) $ (275) $ (46) $ (118) $ (54) $ (89) $ (92) $ (48) $ (42) $ 124 $ (38) $ 5 $ (241) $ 2
Income from discontinued operations, net of tax (U.S. GAAP) - - - - - - - - - - - - 15 22 (216) -
Net income (loss) from continuing operations (U.S. GAAP) $ (54) $ 2 $ (90) $ (275) $ (46) $ (118) $ (54) $ (89) $ (92) $ (48) $ (42) $ 124 $ (53) $ (17) $ (25) $ 2
Interest expense 34 33 34 32 34 52 45 45 46 46 46 46 46 47 47 48
Interest income (3) (3) (4) (3) (2) (2) (1) (2) (1) (1) - (1) (1) (1) (3) (5)
Income tax provision (1) (25) 41 253 7 11 11 12 12 10 7 (144) (3) - 13 (4)
Depreciation, depletion and amortization expense 73 84 68 70 65 75 82 72 55 60 60 61 45 46 45 46
EBITDA (non-U.S. GAAP) $ 49 $ 91 $ 49 $ 77 $ 58 $ 18 $ 83 $ 38 $ 20 $ 67 $ 71 $ 86 $ 34 $ 75 $ 77 $ 87
Inventory step-up - - - - - - - - - - - - - - - -
Impairment loss - - - - - - - - - - - - - - - -
Amortization of inventory step-up from purchase accounting - - - - - 9 - - - - - - - - - -
Alkali transaction costs - - - - - 21 2 - - - - - - - - -
Transaction cost - - - - - - - - - - - - 11 9 13 15
Restructuring - - - - - - - - - - - - (1) - - -
Integration costs - - - - - - - - - - - - - - - -
Share-based compensation 5 6 6 5 6 - - 5 5 - - 6 13 8 5 5
Restructuring expense - - 10 5 - 2 5 14 2 (1) 1 (1) - - - -
Net loss on liquidation of non-operating subsidiaries - - 35 - - - - - - - - - - - - -
Loss on extinguishment of debt - 8 - - - - - - (4) - - - - - 28 -
Pension and postretirement benefit curtailment gains - - - (9) - - - - - - - - - - - -
Foreign currency remeasurement 6 (2) (4) (4) (2) 6 (20) (5) 5 2 14 - 3 3 (5) 24
Pension settlement and curtailment gains - - - - - - - - - - - - - - - -
Settlement gain - - - - - - - - - - - - - - - -
Charge for capital gains tax payment to Exxaro - - - - - - - - - - - - - - - -
Insurance proceeds - - - - - - - - - - - - - - - -
Reversal of accrual related tax - - - - - - - - - - - - - - - -
Other items 4 5 4 7 2 11 11 8 12 3 12 14 3 4 5 4
Adjusted EBITDA (non-U.S. GAAP) $ 64 $ 108 $ 100 $ 81 $ 64 $ 67 $ 81 $ 60 $ 40 $ 71 $ 98 $ 105 $ 63 $ 99 $ 123 $ 135

Note: Adj. EBITDA margin calculated as Adj. EBITDA / Net sales; 2017 pro forma for sale of Alkali

Tronox Holdings plc | © 2021 35

Quarterly Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA (Non-U.S. GAAP)

($ millions) Three Months Ended

2018 2019 2020
Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Dec 31

Net income (loss) (U.S. GAAP) $ (41) 50 15 6 $ (18) $ 32 $ 26 $ 1 $ 40 $ (4) $ 902 $ 57

Income from discontinued operations, net of tax (U.S. GAAP) - - - - - - - - - - - -
Net income (loss) from continuing operations (U.S. GAAP) $ (41) $ 50 $ 15 $ 6 $ (18) $ 32 $ 26 $ 1 $ 40 $ (4) $ 902 $ 57
Interest expense 49 48 47 49 55 54 51 47 45 47 48 49
Interest income (8) (7) (8) (10) (3) (3) (4) (2) (3) (2) (1) (2)
Income tax provision 5 (27) 6 29 7 6 14 4 7 10 (893) (5)
Depreciation, depletion and amortization expense 48 49 48 50 87 87 74 75 71 72 76 85
EBITDA (non-U.S. GAAP) $ 53 $ 113 $ 108 $ 124 $ 128 $ 176 $ 161 $ 125 $ 160 $ 123 $ 132 $ 184
Inventory step-up - - - - - - - - - - - -
Impairment loss 25 - 6 - - - - - - - - -
Amortization of inventory step-up from purchase accounting - - - - - - - - - - - -
Alkali transaction costs - - - - - - - - - - - -
Transaction cost 20 27 12 7 - - - - - 4 6 4
Restructuring - - - - - 10 3 9 2 - 1 -
Integration costs - - - - - 4 4 8 6 3 1 -
Share-based compensation 7 2 7 5 8 7 9 8 9 2 8 11
Restructuring expense - - - - - - - - - - - -
Net loss on liquidation of non-operating subsidiaries - - - - - - - - - - - -
Loss on extinguishment of debt - 30 - - 2 - - 1 - - - 2
Pension and postretirement benefit curtailment gains - - - - - - - - - - - -
Foreign currency remeasurement 10 (28) (4) (6) (1) (3) (1) (1) (10) 2 (2) 6
Pension settlement and curtailment gains - - - - - - - - - - - (2)
Settlement gain - - (3) - - - - (1) - - - -
Charge for capital gains tax payment to Exxaro - - - - - 1 4 (2) - - - -
Insurance proceeds - - - - - - - - - - - (8)
Reversal of accrual related tax - - - (11) - - - - - - - -
Other items 2 4 2 1 4 5 4 9 7 8 2 7
Adjusted EBITDA (non-U.S. GAAP) $ 117 $ 148 $ 128 $ 120 $ 141 $ 200 $ 184 $ 156 $ 174 $ 142 $ 148 $ 204

Note: Adj. EBITDA margin calculated as Adj. EBITDA / Net sales; 2019 pro forma for Cristal acquisition

Tronox Holdings plc | © 2021 36

Consolidated Statements of Income (U.S. GAAP)
TRONOX HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Net sales $ 870 $ 675 $ 2,688 $ 1,975
Cost of goods sold 626 536 2,011 1,532
Gross profit 244 139 677 443
Selling, general and administrative expenses 76 89 234 263
Restructuring - 1 - 3
Income from operations 168 49 443 177
Interest expense (37) (48) (123) (140)
Interest income 1 1 4 6
Loss on extinguishment of debt (3) - (60) -
Other income, net 12 7 6 19
Income before income taxes 141 9 270 62
Income tax (provision) benefit (28) 893 (54) 876
Net income 113 902 216 938
Net income attributable to noncontrolling interest 2 6 13 14
Net income attributable to Tronox Holdings plc $ 111 $ 896 $ 203 $ 924

Earnings per share:

Basic $ 0.72 $ 6.24 $ 1.34 $ 6.45
Diluted $ 0.70 $ 6.18 $ 1.29 $ 6.42

Weighted average shares outstanding, basic (in thousands) 153,762 143,579 151,472 143,245
Weighted average shares outstanding, diluted (in thousands) 159,020 145,067 157,148 143,969

Other Operating Data:

Capital expenditures 65 47 183 129
Depreciation, depletion and amortization expense 72 76 227 219

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 37

 Reconciliation of Non-U.S. GAAP Financial Measures
TRONOX HOLDINGS PLC
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)

RECONCILIATION OF NET INCOME

ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP)
TO ADJUSTED NET INCOME
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020

Net income (loss) attributable to Tronox Holdings plc (U.S. GAAP) $ 111 $ 896 $ 203 $ 924
Transaction costs (a) - 6 18 10
Restructuring (b) - 1 - 3
Integration costs (c) - 1 - 10
Loss on extinguishment of debt (d) 3 - 52 -
Gain on asset sale (e) - - (2) -
Costs associated with former CEO retirement (f) - - 3 -
Costs associated with Exxaro deal (g) - - 1 - (1) Only the restructuring, integration costs and loss on extinguishment of debt amounts have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full
valuation allowances.
Reversal of U.S. tax valuation allowance (h) - (895) - (895)
(2) Diluted adjusted net income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income attributable to Tronox Holdings plc and share information.
Tax valuation allowance (i) - - - 2 (3) As previously reported, while no previously reported quarter-to-date figures were impacted, it was identified that certain clerical errors occurred in compilation of the nine months ended September 30, 2020
Other (j) 1 (2) 2 (1) figures. These items impacted both Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) and related per share data for only the nine-month period ended September 30, 2020 included in third
quarter earnings released filed on form 8-k on October 29, 2020. Subsequent to correcting these items, Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) and related per share data for the
Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) (1) (3) $ 115 $ 7 $ 277 $ 53
nine months ended September 30, 2020 is $53 million and $0.37 respectively, as has been reflected in the table above.

(a) Represents breakage fee and other costs associated with termination of TTI Transaction which were primarily recorded in “Other income (expense)” in the unaudited Condensed Consolidated Statements of
Diluted net income (loss) per share (U.S. GAAP) $ 0.70 $ 6.18 $ 1.29 $ 6.42
Income.
(b) Represents amounts for employee-related costs, including severance, net of tax.
Transaction costs, per share - 0.04 0.11 0.07
(c) Represents Integration costs associated with the Cristal acquisition after the acquisition which were recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated
Restructuring, per share - 0.01 - 0.02 Statements of Income, net of tax.
Integration costs, per share - 0.01 - 0.07
(d) Represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) amendment and restatement of its term loan facility including the new revolving credit facility, 3) termination of its
Loss on extinguishment of debt, per share 0.02 - 0.33 - Senior Notes due 2026, 4) termination of its Senior Notes due 2025, 4) issuance of its Senior Notes due 2029 and 5) certain discretionary prepayments made primarily on our new term loan in the US.
Gain on asset sale, per share - - (0.01) - (e) Represents the gain on European Union carbon credits sold in March 2021 which were recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statement of Income.
Costs associated with former CEO retirement, per share - - 0.02 - (f) Represents costs associated with the retirement agreement of the former CEO, which includes $2 million for the acceleration of stock based compensation, which were recorded in "Selling, general and
Costs associated with Exxaro deal, per share - - 0.01 - administrative expenses" in the unaudited Condensed Consolidated Statements of Income.

Reversal of U.S. tax valuation allowance, per share - (6.17) - (6.22)

(g) Represents costs associated with the Exxaro flip-in transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Income.
Tax valuation allowance, per share - (0.02) - 0.01 (h) Represents the reversal of the valuation allowance associated with unlimited lived deferred tax assets within our U.S. jurisdiction.
Other, per share 0.01 - 0.01 (0.01) (i) Represents the valuation allowance established against the deferred tax assets within our Saudi Arabia jurisdiction.
Diluted adjusted net income per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2) $ 0.72 $ 0.05 $ 1.76 $ 0.37 (j) Represents other activity not representative of ongoing operations of the Company.

Weighted average shares outstanding, diluted (in thousands) 159,020 145,067 157,148 143,969

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 38

 TRONOX HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

Consolidated Balance Sheets

(Millions of U.S. dollars, except share and per share data)

September 30, 2021 December 31, 2020

ASSETS
Current Assets
Cash and cash equivalents $ 309 $ 619
Restricted cash 4 29
Accounts receivable (net of allowance for credit losses of $4 million and $5 million as of
September 30, 2021 and December 31, 2020, respectively) 625 540
Inventories, net 1,011 1,137
Prepaid and other assets 147 200
Income taxes receivable 6 4
Total current assets 2,102 2,529

Noncurrent Assets
Property, plant and equipment, net 1,715 1,759
Mineral leaseholds, net 770 803
Intangible assets, net 214 201
Lease right of use assets, net 65 81
Deferred tax assets 995 1,020
Other long-term assets 182 175
Total assets $ 6,043 $ 6,568

LIABILITIES AND EQUITY

Current Liabilities
Accounts payable $ 394 $ 356
Accrued liabilities 326 350
Short-term lease liabilities 34 39
Long-term debt due within one year 7 58
Income taxes payable 18 2
Total current liabilities 779 805

Noncurrent Liabilities
Long-term debt, net 2,675 3,263
Pension and postretirement healthcare benefits 139 146
Asset retirement obligations 160 157
Environmental liabilities 66 67
Long-term lease liabilities 27 41
Deferred tax liabilities 165 176
Other long-term liabilities 33 42
Total liabilities 4,044 4,697

Commitments and Contingencies

Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 153,825,485 shares issued and
outstanding at September 30, 2021 and 143,557,479 shares issued and outstanding at December
31, 2020 2 1
Capital in excess of par value 2,057 1,873
Retained earnings 596 434
Accumulated other comprehensive loss (705) (610)
Total Tronox Holdings plc shareholders’ equity 1,950 1,698
Noncontrolling interest 49 173
Total equity 1,999 1,871
Total liabilities and equity $ 6,043 $ 6,568

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 39

 TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS

Consolidated Statements of Cash Flows (UNAUDITED)

(Millions of U.S. dollars)

Nine Months Ended September 30,

2021 2020
Cash Flows from Operating Activities:
Net income $ 216 $ 938
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization 227 219
Deferred income taxes 13 (886)
Share-based compensation expense 23 19
Amortization of deferred debt issuance costs and discount on debt 8 7
Loss on extinguishment of debt 60 -
Other non-cash items affecting net income 23 44
Changes in assets and liabilities:
Increase in accounts receivable, net of allowance for credit losses (95) (13)
Decrease (increase) in inventories, net 104 (100)
Decrease (increase) in prepaid and other assets 36 (38)
Increase in accounts payable and accrued liabilities 26 18
Net changes in income tax payables and receivables 14 -
Changes in other non-current assets and liabilities (54) (52)
Cash provided by operating activities 601 156

Cash Flows from Investing Activities:

Capital expenditures (183) (129)
Insurance proceeds 1 1
Loans - (24)
Proceeds from sale of assets 1 1
Cash used in investing activities (181) (151)

Cash Flows from Financing Activities:

Repayments of short-term debt - (7)
Repayments of long-term debt (3,008) (23)
Proceeds from long-term debt 2,375 500
Proceeds from short-term debt - 13
Call premiums paid (40) -
Debt issuance costs (36) (10)
Proceeds from the exercise of options 6 -
Dividends paid (46) (30)
Restricted stock and performance-based shares settled in cash for withholding taxes (3) (3)
Cash (used in) provided by financing activities (752) 440

Effects of exchange rate changes on cash and cash equivalents and restricted cash (3) (7)

Net (decrease) increase in cash, cash equivalents and restricted cash (335) 438
Cash, cash equivalents and restricted cash at beginning of period 648 311
Cash, cash equivalents and restricted cash at end of period $ 313 $ 749

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 40

 Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA (NON-U.S. GAAP)

TRONOX HOLDINGS PLC

RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)

(UNAUDITED)
(Millions of U.S. dollars)

Three Months Ended Nine Months Ended

September 30, September 30, (a) Represents non-cash share-based compensation.
(b) Represents breakage fee and other costs associated with termination of TTI Transaction which were primarily recorded in “Other
2021 2020 2021 2020
income (expense)” in the unaudited Condensed Consolidated Statements of Income.
(c) Represents amounts for employee-related costs, including severance.
Net income (U.S. GAAP) $ 113 $ 902 $ 216 $ 938
Interest expense 37 48 123 140 (d) Represents integration costs associated with the Cristal acquisition after the acquisition which were recorded in “Selling, general
and administrative expenses” in the unaudited Condensed Consolidated Statements of Income.
Interest income (1) (1) (4) (6)
Income tax provision 28 (893) 54 (876) (e) Represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) amendment and restatement of
Depreciation, depletion and amortization expense 72 76 227 219 its term loan facility including the new revolving credit facility, 3) termination of its Senior Notes due 2026 and its Senior Notes due
2025, 4) issuance of its Senior Notes due 2029 and 5) voluntary prepayments made on the New Term Loan Facility.
EBITDA (non-U.S. GAAP) 249 132 616 415
(f) Represents costs, excluding share-based compensation, associated with the retirement agreement of the former CEO which were
Share-based compensation (a) 7 8 23 19 recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Income. The $2
Transaction costs (b) - 6 18 10 million of share based compensation expense associated with the former CEO is included in the total share-based compensation
amount of $23 million in the table above.
Restructuring (c) - 1 - 3
(g) Represents the gain on European Union carbon credits sold in March 2021 which were recorded in "Cost of goods sold" in the
Integration costs (d) - 1 - 10 unaudited Condensed Consolidated Statement of Income.
Loss on extinguishment of debt (e) 3 - 60 -
(h) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and
Costs associated with former CEO retirement (f) - - 1 -
intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which
Gain on asset sale (g) - - (2) - are included in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Income.
Foreign currency remeasurement (h) (10) (2) (14) (10) (i) Represents costs associated with the Exxaro flip-in transaction which are included in "Selling, general and administrative expenses"
Costs associated with Exxaro deal (i) - - 1 - in the unaudited Condensed Consolidated Statements of Income.
(j) Includes noncash pension and postretirement costs, asset write-offs, accretion expense and other items included in “Selling
Other items (j) 3 2 11 17 general and administrative expenses”, “Cost of goods sold” and “Other income (expense), net” in the unaudited Condensed
Adjusted EBITDA (non-U.S. GAAP) $ 252 $ 148 $ 714 $ 464 Consolidated Statements of Income.

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 41

Free Cash Flow (NON-U.S. GAAP)

TRONOX HOLDINGS PLC

FREE CASH FLOW (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)

The following table reconciles cash used in operating activities to free cash flow for the nine months ended September 30, 2021:

Consolidated
Cash provided by operating activities $ 601
Capital expenditures (183)
Free cash flow (non-U.S. GAAP) $ 418

© 2021 Tronox Holdings plc. | All rights reserved. | tronox.com 42