Tronox Holdings plc

Throughout 2024 we continued to experience an extremely challenging operating environment. End-market demand for TiO 2 and zircon did not recover to the levels initially anticipated at the beginning of the year. Compounding market headwinds, Chinese TiO 2 exports continued to increase as compared to 2023 despite the imposition of antidumping duties in the European Union and Brazil, China’s #1 and #3 export markets, respectively. Despite these challenges, Tronox continues to maintain industry best-in-class EBITDA margins as compared to our direct non-Chinese TiO 2 peers while prudently investing capital to maintain our mineral resource base and improving the efficiency of our pigment plants.

2024 Highlights

CEO Succession

2024 was the first full-year in which Mr. John D. Romano served as Tronox’s sole CEO since the retirement of Jean-Francois Turgeon as Co-CEO. Mr. Romano has been part of the Tronox organization for over 30 years, and the Board was extremely satisfied with his performance in which he demonstrated strong leadership skills, a strategic mindset and deep understanding of our industry and customers.

Key Strategic Projects

2024 continued to reflect the Company’s commitment to sustaining and strengthening its vertical integration competitive advantage. During 2024, Tronox invested approximately $135 million in two key mining projects in South Africa – Namakwa East OFS and Fairbreeze extension – which are expected to replace existing mines in South Africa reaching end of life. We believe these new mining sites are abundant in natural rutile and zircon, and will be a significant source of high-grade ilmenite suitable for direct use or slag processing. These investments are expected to generate returns above the Company’s cost of capital. In addition, we are continuing to evaluate opportunities to leverage our expertise in mining and the exposure we have to rare earth materials, including monazite, through our operations.

Strengthening our Balance Sheet

In addition to returning $80 million in cash to shareholders in the form of dividends and investing $370 million of capital in the Company’s future, Tronox continued to prudently manage liquidity and its balance sheet. During 2024, we executed several term loan refinancing transactions which extended the maturities in such instruments while also reducing the applicable interest rates thereunder. The absence of any significant principal repayments on our outstanding indebtedness until 2029 should give shareholders further confidence in the strength of our balance sheet. Finally, we believe we have access to ample liquidity. At the end of 2024, we had cash on hand of $151 million and untapped short-term borrowing capacity of $427 million.

Emphasis on Safety

Safety is the cornerstone of all operations at Tronox. As a mining and manufacturing company, we understand there are inherent risks in the work we do, which is why we believe our primary responsibility is to ensure our employees and contractors return home safe and healthy every day. Each year, the Board sets ambitious goals for safety to drive us closer to a business with zero injuries, zero incidents, zero harm. We believe our 2024 safety targets - Disabling Injury Frequency Rate (DIFR) of 0.15 and Total Recordable Injury Frequency Rate (TRIFR) of 0.36 - are equivalent to top-quartile peer performance, and similar to past years, our Board tied 15% of the annual incentive plan to safety metrics. Our improved safety performance in 2024 was in part due to the continued emphasis on Tronox’s leading safety indicator program. We believe this program encourages employees to proactively identify and mitigate workplace hazards across our work sites before incidents occur.

What We Do and How We Do It

We are the world’s leading integrated manufacturer of TiO 2 pigment. We operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia and South Africa to produce feedstock materials that can be processed into TiO 2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and ultrafine TiO 2 used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials so as to be as self-sufficient as possible in the production of TiO 2 at our 9 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia. We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our approximately 1,200 TiO 2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands also creates meaningful quantities of co-products including zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

The following chart highlights our fully integrated business across the TiO 2 value chain.

Shareholder Engagement

At our most recent annual meeting of shareholders held on May 8, 2024, our Say-on-Pay advisory vote passed with the affirmative vote of approximately 97% of the votes cast and our Say-on-Pay advisory vote has passed with the affirmative vote of at least 96% for each of the last 6 years. We believe the positive 2024 Say-on-Pay advisory vote continued to reflect the focus and commitment by the Board and the Company’s Human Resources and Compensation Committee (the “HRCC”) to align our compensation program with the interests of our stakeholders.

During the past year and into 2025, we continued our practice of active engagement with shareholders on many levels. These interactions were aimed at providing insight and transparency into our financial results, operations and long-term strategy.

In terms of shareholder engagement specifically related to compensation, governance and sustainability, we invited our top shareholders to meet telephonically with our Board Chair and members of management in early 2025. Five shareholders representing approximately 21% of our outstanding ordinary shares responded to our invitation and met with the Company. At those meetings, shareholders continued to express strong support for our governance and executive compensation practices. Shareholders were particularly complimentary that our long-term incentive program and annual incentive plan metrics are aligned with shareholder interests.

Corporate Governance Highlights

The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of Tronox’s business decisions and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goal of being the world’s most vertically integrated and lowest cost producer of TiO 2 as well as becoming a sustainable mining and materials company.

Highlights include:

Executive Compensation Program Highlights

Our executive compensation program is designed to incentivize and motivate our executive officers to manage our business well over the long-term, to drive performance improvements, and to increase shareholder value. The incentive compensation elements of our program are designed to closely align the financial interests of our executive with those of our shareholders. Highlights include: