Tronox Holdings plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Dear Fellow Shareholder:

The past year saw the continuation of one of the most severe cyclical downturns in the titanium dioxide (TiO 2) industry’s history. Despite the difficulties, management served shareholders well by continuing to outperform industry peers and balancing the medium- and long-term strategic needs of the business to position Tronox for success when the inevitable upturn in demand occurs, widely anticipated in 2024.

From the Board’s perspective, the highlights of 2023 include two successful leadership transitions. Most significantly, one of our Co-CEOs, Jean-Francois Turgeon, announced his retirement in Q3, effective April 1, 2024. John D. Romano, who has served as the other Co-CEO since 2021, is fully ready and capable of stepping into the role of sole CEO in 2024. The Board is confident that John Romano, with his strategic global mindset, deep understanding of our industry and customers, and a clear vision for Tronox, is the right CEO to lead the Company into the future. Mr. Turgeon was nominated to remain on the Tronox Board and will stand for election at our upcoming AGM in May. In 2023, the Board also oversaw the successful transition of the CFO role as Mr. Tim Carlson retired earlier in the year to be replaced by Mr. John Srivisal. The Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an actionable executive succession plan is in place.

Another highlight for the Board in 2023 was the continued focus on sustainability. I personally spent many hours engaging with our largest institutional shareholders discussing a range of environmental, governance and executive compensation matters. I was deeply gratified and proud to hear from so many investors that Tronox’s decarbonization roadmap and its implementation is “top-tier” and “best-in-class”. The Board spends considerable time with management understanding the risks posed by climate change and ensuring that the Company’s plans to reduce emissions and mitigate its impacts are robust.

Finally, the Board has actively supported the strategic work underway to extend Tronox’s focus beyond being the world’s leading, vertically integrated producer of TiO 2 and into a becoming a leading sustainable mining and materials company. The Company’s mining operations in South Africa and Australia produce not only valuable titanium and zircon minerals, but also significant quantities of monazite, a rare earth bearing mineral. The same geologic, technical and human capital resources needed to succeed in the TiO 2 industry are also relevant to producing rare earth materials needed in the permanent magnets required for the green energy transition, particularly in electric vehicle motors and wind turbines. While TiO 2 and zircon will inevitably remain central to Tronox for many years, these early-stage moves into adjacent, high-growth markets will be accretive.

Shareholders will have an opportunity to express their support for the Board and our executive leadership team at the Annual General Meeting of Shareholders of Tronox Holdings plc, which will be held at 10:00 a.m. GMT on May 8, 2024. All shareholders are cordially invited to attend.

Your vote is more important than ever this year. We encourage you to read the Proxy Statement which describes the matters to be voted on at the meeting. Shareholders may vote via the Internet, by telephone or by completing and returning a proxy card. The Board of Directors recommends that you vote FOR all the proposals set forth in the accompanying notice of meeting and Proxy Statement.

On behalf of the Board of Directors, we want to thank you for your continued support of Tronox.

Sincerely,

Chair of the Board

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF TRONOX HOLDINGS PLC

(Registered Company No. 11653089)

Resolutions 1-8, 10 and 11 are proposed as ordinary resolutions. Resolution 9 is proposed as a special resolution. The full text of each resolution, the Board’s recommendation on how shareholders should vote on each resolution and certain explanatory notes on each resolution are set out in the accompanying Proxy Statement, which forms part of this notice.

We encourage shareholders to vote as soon as possible. Shareholders of record on the Record Date are entitled to vote in the following ways:

A shareholder of record is entitled to appoint more than one proxy in relation to the 2024 Annual Meeting (provided that each proxy is appointed to exercise the rights attached to different ordinary shares). Such proxy need not be a shareholder of record, but must attend the 2024 Annual Meeting and vote as the shareholder of record instructs for such vote to be counted. The proxy may exercise all or any of a shareholder’s right to attend, ask questions and vote at the 2024 Annual Meeting and need not be a shareholder of Tronox Holdings plc.

This Notice of Annual General Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about March 27, 2024.

By Order of the Board of Directors,

Senior Vice President,

General Counsel and Secretary

Registered Office: Laporte Road, Stallingborough, Grimsby, North East Lincolnshire, DN40 2PR, United Kingdom