Deed of Amendment to Shareholders Deed , dated November 27, 2018, by and between Tronox Limited and Exxaro Resources Limited

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 (the "Company");

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 ("ERL");

Reference is made to the shareholder's deed dated 15 June 2012 between the Parties and Thomas Casey (the "Deed").

The Parties, together having the requisite authority under section 17 of the Deed, without any need to obtain the consent of Thomas Casey, wish to amend the Deed on the terms of this amendment.

The Parties agree an additional recital to the Deed shall be added before the words “NOW, THEREFORE,” as follows:

The Parties agree that the provisions of section 6 of the Deed shall be deleted and replaced with the following reference:

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

This deed of amendment 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 deed of amendment (in counterparts or otherwise) by electronic transmission or otherwise shall be sufficient to bind the Parties to the terms and conditions of this deed of amendment and no exchange of originals is necessary.