Amendment Agreement to Shareholders Agreement Relating to Tronox KZN Sands and Tronox Mineral Sands dated November 27, 2018, by and between Tronox Sands Holding PTY Limited, Tronox Limited, Exxaro Resources Limited, Tronox KZN Sands (Proprietary) Limited and Tronox Mineral Sands Proprietary Limited

TRONOX SANDS HOLDINGS PTY LIMITED (ACN 154 709 332), an Australian proprietary company limited by shares, registered office is at Lot 22 Mason Road, Kwinana Beach WA 6167 Australia (the "Australian Holdco");

TRONOX LIMITED (ACN 154 709 332), a company incorporated and existing under the laws of the State of Western Australia, registered office is at Lot 22 Mason Road, Kwinana Beach WA 6167 Australia ("Tronox");

EXXARO RESOURCES LIMITED (registration number 2000/011076/06), a public company with limited liability duly incorporated in the Republic of South Africa, whose registered office is at Roger Dyason Road, Pretoria West, 0183 South Africa ("Exxaro");

TRONOX KZN SANDS PROPRIETARY LIMITED (formerly known as Exxaro Sands Proprietary Limited) (registration number 1987/001627/07), a private company with limited liability duly incorporated in the Republic of South Africa whose registered office is at Riverfalls Officepark Wild Pear 262 Rose Avenue, Doringkloof Centurion Gauteng, 0157 South Africa ("Tronox KZN Sands"); and

TRONOX MINERAL SANDS PROPRIETARY LIMITED (formerly known as Exxaro TSA Sands Proprietary Limited) (registration number 1998/001039/07), a private company with limited liability duly incorporated in the Republic of South Africa whose registered office is at Riverfalls Officepark Wild Pear 262 Rose Avenue, Doringkloof Centurion Gauteng, 0157 South Africa ("Tronox Mineral Sands").

Reference is made to the shareholders' agreement dated 15 June 2012 between the Parties (the "Agreement").

The Parties, together having the requisite authority under clause 21.1 of the Agreement, wish to amend the Agreement on the terms of this amendment agreement.

The Parties agree that clause 1.2.26 of the Agreement shall be deleted and replaced with the following new clause 1.2.26: "Tronox KZN Sands" - Tronox KZN Sands Limited (registration number 1987/001627/07), a private company with limited liability duly incorporated in the Republic of South Africa.

The Parties agree that clause 1.2.27 of the Agreement shall be deleted and replaced with the following new clause 1.2.27: "Tronox Mineral Sands" - Tronox Mineral Sands Limited (registration number 1998/001039/07), a private company with limited liability duly incorporated in the Republic of South Africa.

The Parties agree that each reference to "Exxaro Sands" and "Exxaro TSA Sands" throughout the Agreement shall be deleted and replaced with "Tronox KZN Sands" and "Tronox Mineral Sands", respectively.

The Parties agree that clause 1.2.40 of the Agreement shall be deleted and replaced with the following new clause 1.2.40: "Ownership Requirements" - means the requirements from time to time of the 2018 Charter in respect of the ownership participation by Historically Disadvantaged Persons (as defined in the 2018 Charter) in a mining right holder which, when satisfied, have the consequence that the shareholding by such Historically Disadvantaged Persons is sufficient to enable the maintenance of Existing Mining Rights (as referred to in the 2018 Charter) and to comply with all ownership requirements contained in such Existing Mining Rights.

The Parties agree that a new clause 1.2.54 shall be introduced with the following text: "2018 Charter" – the Broad-Based Black Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry, 2018.

The Parties agree that a new clause 1.2.55 shall be introduced with the following text: "Completion Agreement" - means the Exxaro Mineral Sands Transaction Completion Agreement, between Tronox, Tronox LLC, Tronox UK Holdings Limited, Tronox Holdings Plc, Tronox Global Holdings Pty Limited and Exxaro dated as of 26 November 2018.

The Parties agree that clause 12.3 of the Agreement shall be deleted and replaced with the following new clause 12.3:

The Parties agree that clause 13.1 of the Agreement shall be deleted and replaced with the following new clause 13.1:

The Parties agree that clause 15.4.2 of the Agreement shall be deleted and replaced with the following new clause 15.4.2: as a result of the performance by such Company and its Subsidiaries under any of the elements of the Charter, the MPRDA, and the mining and prospecting rights other than ownership, the DMR agrees, in writing, that HDPs and HDSAs need to hold less than 26% of the Shares in order for the Company and its Subsidiaries to comply with the Ownership Requirement, Exxaro may exercise its "Put Option" (as that phrase is defined in the Completion Agreement) with respect to the relevant Shares and Australia HoldCo (or Tronox, as the case may be) may exercise its "Call Option" (as that phrase is defined in the Completion Agreement) with respect to the relevant Shares, under and in accordance with the provisions of the Completion Agreement in respect of that number of such Shares that Exxaro then holds that is in excess of the lower requirement.

The Parties agree that, from the date of this amendment agreement, any reference to the Agreement shall be construed as a reference to the Agreement as amended by this amendment agreement.

This amendment agreement may be executed (either by autographic signature or by the Parties applying their signature by some mechanical or other means) in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement. The exchange of a fully executed (either by autographic signature or by the Parties applying their signature by some mechanical or other means) version of this amendment agreement (in counterparts or otherwise) by electronic transmission or otherwise shall be sufficient to bind the Parties to the terms and conditions of this amendment agreement and no exchange of originals is necessary.