Tronox Cristal Transaction Agreement

Conference call presentation films are used during the conference call and are available on our website at www.tronox.com/ – Tronox and FTC staff to withdraw the case from the decision and obtain the Commission`s authorization to approve the transaction with the proposed sale of The North American Titanium Dioxide Business in Crystals on February 21. In 2017, Tronox announced that it had entered into a final agreement to acquire all of Cristal`s TiO2 business for $1.67 billion and a 24% interest in the merging company (“acquisition”). The proposed transaction would bring together two of the three largest producers of TiO2 manufactured under the chlorine process (Chlorid TiO2) in the United States and Canada (“North America”). On December 5, 2017, the Commission issued an administrative appeal against the proposed acquisition and authorized staff to seek, if necessary, an injunction in the Federal District Court. In the Commission`s complaint, it was argued that: the proposed acquisition, if concluded, would be contrary to section 7 of the Clayton Act as amended, 15 states.C. 18 and 5 of the FTC Act, as amended, 15 U.S.C.C 45, by significantly reducing competition in the market for the sale of tio2 chloride to North American customers (“North American market for TiO2 chloride”). After a thorough investigation in the courts, the administrative process before the Administrative Judge (ALJ) began on 18 May 2018 and lasted 16 days of hearings until 22 June 2018. “This agreement will provide a competitive market that will ultimately benefit consumers in the form of lower prices and higher value products,” said Bruce Hoffman, Director of the Competition Bureau. The approval agreement regulates alleged violations of federal law, which prohibit unfair competition practices. The attached analysis of the agreement, the approved orders published in support of the commentary describes both the allegations contained in the complaint and the terms of the consent orders – which are contained in the approval agreement – that would clarify these allegations.

Mutlaq Al-Morished, CEO of Tasnee, said: “This transaction allows Cristal and Tronox to position the combined activities for long-term success in the TiO2 sector.