LPROPOSEDJ ORDER PRELIMINARILY APPROVING PROPOSED SETTLEMENT AND PROVIDING FOR NOTICE

Transcription

1 Case 1:09-cv SAS Document 1867 Filed 08/03112 Page 2 of 15 UN ITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE TRONOX, inc. SECURITIES LITIGATION THIS DOCUMENT RELATES TO ALL CLASS ACTIONS Civil Action No. 09-CV SAS Electronically tiled usoc SDNY DOCLIMtNT -, U,E( Doe 44,rlty Oputu Li DATE FILED: ~7 flled Ifl w it LPROPOSEDJ ORDER PRELIMINARILY APPROVING PROPOSED SETTLEMENT AND PROVIDING FOR NOTICE WHEREAS, a consolidated class action is pending in this Court entitled In re Tronox, Inc. Securities Litigation, No. I :09cv-0622O-SAS (including all actions consolidated therein pursuant to the Court's October 13, 2009 Order, the "Action"); and WHEREAS, Lead Plaintiffs LaGrange Capital Partners, LP and LaGrange Capital Partners Offshore Fund, Ltd. (collectively, "lead Plaintiffs"), Named Plaintiff The Fire and Police Pension Association of Colorado and Named Plaintiff The San Antonio Fire and Police Pension Fund (collectively with Lead Plaintiffs, "Plaintiffs"), on behalf of themselves and the Class (defined below): and Defendants Thomas W. Adams, Marty J. Rowland, Mary Mikkelson, (the "Tronox Individual Defendants"); Robert N. Wohieber, J. Michael Rank, Luke R. Corbett, and Gregory F. Pilcher (the "Kerr-McGee Individual Defendants"); Kerr-McGee Corporation ("Kerr-McGee"): Anadarko Petroleum Corporation ("Anadarko"); and Ernst & Young UP ("E&Y") (the Tronox Individual Defendants, Kerr-McGee Individual Defendants, Kerr-McGee, Anadarko, and E&Y are collectively referred to as the "Defendants" and collectively with Plaintiffs, as the "Parties") have determined to settle all claims asserted against Defendants in

2 Case 1 :09cv06220SAS Document 188 Filed 08/10/12 Page 2 of 54 5 Case 1:09cv S Document B6-7 fl\e os1ol2 Page of this Action with prejudice on the terms and conditions set forth in the Stipulation and Agreement of Settlement dated August 3, 2012 (the "Stipulation") subject to approval of this Court (the "Settlement"): and WHEREAS, Lead Plaintiffs have made an application, pursuant to Rule 23 of the Federal Rules of Civil Procedure, for an order preliminarily approving the Settlement in accordance with the Stipulation, certifying the Class for purposes of the Settlement only. and allowing notice to Class Members as more hilly described herein: and WHEREAS, the Court has read and considered (a) the First Amended Consolidated Class Action Complaint for Violations of the Federal Securities Laws, tiled in this Action on July 30, 2010; (b) Lead Plaintiffs' motion for preliminary approval of the Settlement, and the papers filed and arguments made in connection therewith; and (c) the Stipulation and the exhibits attached thereto; and WHEREAS, unless otherwise defined herein, all capitalized words contained herein shall have the same meanings as they have in the Stipulation; NOW THEREFORE, IT IS HEREBY ORDERED: I. Class Certification for Settlement Purposes Pursuant to Rule 23(a) and Rule (h)(3) of the Federal Rules of Civil Procedure, the Court certifies, solely for purpose of effectuating the proposed Settlement, a Class consisting of all persons or entities who purchased or otherwise acquired shares of Tronox Class A and/or Class B common stock ("Tronox Common Stock") anchor 9¼% senior notes due 2012 ("Tronox Bonds") (collectively "Tronox Securities") during the period from November 21, 2005 through and including January 12, the "Class Period") and who were damaged thereby (the "Class"), Excluded from the Class are the kdlowing persons or entities: (a) Defendants and Tronox; (b) the parents, successors,

3 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 3 of 54 Case 1:09-cvM6220-SAS Document FHed 08/03/12 Page 4 of 15 subsidiaries, affiliates and assigns of any Defendant or oftronox; (c) members of the immediate Family of each of the Individual Defendants; (d) any person who was a partner of E&Y or an officer or director of Tronox, Kerr-McGee or Anadarko during the Class Period; and (e) any km, trust, corporation, or other entity in which any of the Defendants has a controlling interest or had a controlling interest during the Class Period. Also excluded from the Class are any persons or entities who exclude themselves by tiling a timely request for exclusion in accordance with the requirements set forth in the Notice to be sent to ('lass Members pursuant to this Order, 2. Class Findinus - Solely for purposes of the proposed Settlement of this Action. the Court finds that each element required for certification of the Class pursuant to Rule 23 of the Federal Rules of Civil Procedure has been met: (a) the members of the Class are so numerous that their joinder in the Action would be impracticable; (b) there are questions of law and fact common to the Class which predominate over any individual questions; (c) the claims of Plaintiffs in the Action are typical of the claims of the Class; (d) Plaintiffs and Lead Counsel have fairly and adequately represented and protected the interests of the Class; and (c) a class action is superior to other available methods for the fur and efficient adjudication of the Action. 3. The Court hereby finds and concludes that pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes of the Settlement only, that Plaintiffs are adequate class representatives and certifies Plaintiffs as Class Representatives for the Class. The Court also appoints Lead Counsel as Class Counsel. 4. Preliminary Approval of the Settlement The Court hereby preliminarily approves the Settlement, as embodied in the Stipulation, as being Ibir, reasonable and adequate as to the Class Members, subject to further consideration at the Settlement Hearing to he conducted as described below. 3

4 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 4 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 5 of Settlement Hearing - The Court will hold a settlement hearing (the "Settlement Hearing") on 2012 at!k :3 p.m. in Courtroom USC of the Daniel Patrick Movnihan United States Courthouse. 500 Pearl Street, New York, NY , for the following purposes: (a) to determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, adequate and should he approved by the Court; (h) to determine whether a Final Judgment substantially in the form attached as Exhibit B to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (C) to determine whether the proposed Plan of Allocation for the proceeds of the Settlement is fair and reasonable and should be approved; (d) to determine whether the motion by Lead Counsel for an award of attorneys' fees and reimbursement of Litigation Expenses should he approved; and (e) to consider any other matters that may properly be brought before the Court in connection with the Settlement. Notice of the Settlement and the Settlement Hearing shall be given to Class Members as set forth in Paragraph 7 of this Order. 6. The Court may adjourn the Settlement Hearing and approve the proposed Settlement with such modifications as the Parties may agree to, if appropriate, without further notice to the Class. 7. Retention of Claims Administrator and Manner of Notice Lead Counsel is hereby authorized to retain Gilardi & Co., LLC (the "Claims Administrator") to supervise and administer the notice procedure as well as the processing of Claims as more fully set forth belcw. Notice of the Settlement and the Settlement Hearing shall be given by Lead Counsel as follows: (a) Lead Counsel or the Claims Administrator shall be responsible for obtaining from Tronox its security holder lists (consisting of security purchaser or holder names and addresses) in electronic form, to be provided to the Claims Administrator. The Company 4

5 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 5 of 54 Case 1:09-cv SAS Document Filed 08103/12 Page 6 of 15 Defendants (as defined in Paragraph 1(p) of the Stipulation) shall exercise their best efforts to assist Lead Counsel or the claims Administrator in this effort; (h) not later than fifteen (IS) business days after entry of this Order (the "Notice Date"), the Claims Administrator shall cause a copy of the Notice and Claim Form, substantially in the fbi -ins attached hereto as Exhibits 1 and 2, respectively (the "Notice Packet"), to he mailed by first-class mail to Class Members at the addresses set forth in the records of Tronox or its transfer agent(s), or who otherwise may he identified through further reasonable effort; (c) not later than ten (10) business days after the Notice Date (the "Publication Notice Date"), the Claims Administrator shall cause the Summary Notice, substantially in the form attached hereto as Exhibit 3, to be published once in Investors Business Daily and to be transmitted once over the PR Newswire; and (d) not later than seven (7) calendar days prior to the Settlement Hearing, Lead Counsel shall serve on Defendants' Counsel and file with the Court proof, by affidavit or declaration, of such mailing and publication. 8. Approval of Form and Content of Notice - The Court (a) approves, as to form and content, the Notice, the Claim Form, and the Summary Notice, attached hereto as Exhibits I, 2, and 3, respectively, and (b) finds that the mailing and distribution of the Notice and Claim Form and the publication of the Summary Notice in the manner and form set forth in Paragraph 7 of this Order (i) is the best notice practicable under the circumstances, (ii) constitutes notice that is reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, of the effect of the proposed Settlement (including the releases contained therein) and of their right to object to the proposed Settlement and appear at the Settlement Hearing, or 5

6 Case 1 :09cv06220SAS Document 188 Filed 08/10/12 Page 6 of 54 Case 1:09-cv SAS Document Filed 08/03112 Page 7 of 15 exclude themselves from the Class. (iii) constitutes due, adequate and sufficient notice to all persons and entities entitled to receive notice of the proposed Settlement, and (iv) satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution (including the Due Process Clause), the Private Securities Litigation Reform Act of 1995, 15 U.S.C. 78u-4(a)( 7), and all other applicable law and rules. The date and time of the Settlement Hearing shall he included in the Notice and Summary Notice before they are mailed and published, respectively. 9. Nominee Procedures - Brokers and other nominees who purchased or acquired Tronox ('lass A and/or Class B common stock and/or Tronox Bonds during the period from November 21, 2005 through and including January 12, 2009 for the benefit of another person or entity shall (a) within seven (7) calendar days of receipt of the Notice request from the Claims Administrator sufficient copies of the Notice Packet to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners, or (b) within seven (7) calendar days of receipt of the Notice, send a list of the names and addresses of all such beneficial owners to the Claims Administrator in which event the Claims Administrator shall promptly mail the Notice Packet to such beneficial owners. Upon fill compliance with this Order, such nominees may seek reimbursement of their reasonable expenses actually incurred in complying with this Order by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Such properly documented expenses incurred by nominees in compliance with the terms of this Order shall be paid from the Settlement Fund. 10. Participation in the Settlement-- Class Members who wish to participate in the Settlement and be eligible to receive a distribution from the Net Settlement Fund must complete 6

7 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 7 of 54 Case 1 :O9-cv SAS Document Filed 08/03/12 Page 8 of 15 and submit the Claim Form approved by this Order in accordance with the instructions contained herein. Unless the Court orders otherwise, all Claim Forms must be postmarked no later than one hundred twenty (120) calendar days after the Notice Date. Notwithstanding the foregoing, Lead Counsel may, at its discretion, accept for processing late claims provided such acceptance dues not delay the distribution of the Net Settlement Fund to the Class. By submitting a Claim Form, a person or entity shall he deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Claim and the subject matter of the Settlement. II. Each Claim Form submitted must satisfy the following conditions: (a) it must be properly completed, signed and submitted in a timely manner in accordance with the provisions of the preceding paragraph: (b) it must be accompanied by adequate supporting documentation for the transactions reported therein, in the form of broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or such other documentation as is deemed adequate by Lead Counsel or the Claims Administrator: (c) if the person executing the Claim Form is acting in a representative capacity, a certification of his, her or its current authority to act on behalf of the Class Member must he included in the Claim Form to the satisfaction of Lead Counsel or the Claims Administrator; and (d) the Claim Form must be complete and contain no material deletions or modifications of any of the printed matter contained therein and must he siied under penalty of peiuty. 12. Any Class Member that does not timely and validly submit a Claim Form or whose Claim is not otherwise approved by the Court: (a) shall be deemed to have waived his, her or its right to share in the Net Settlement Fund, as defined in the Notice; (h) shall forever be barred from participating in any distributions therefrom; (c) shall be bound by the provisions of 7

8 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 8 of 54 Case 1:09cv SAS Document Filed 08/031'12 Page 9 of 15 the Stipulation and the Settlement and all proceedings, deicriiiaations, orders and judgments in the Action relating thereto, including, without limitation, the Linal Judgment, and the releases provided for therein, whether favorable or unfavorable to the (lass: and (d) will be bared from commencing, maintaining or prosecuting any of the Settled Claims against each and all of the Released Parties, as more hilly described in the Stipulation and Notice. 13. Exclusion from the Class - Any member of the Class who wishes to exclude himself, herself or itself from the Class must request exclusion in writing within the time and in the manner set forth in the Notice, which shall provide: (a) that any such request tor exclusion from the Class must be mailed or delivered such that it is received no later than twenty-one (21) calendar days prior to the Settlement Hearing, to: In re Tronox. Inc. Securities Litigation, EXCLUSIONS, do Gilardi & Co. LLC, P.O. Box 8040, San Rafael, CA , and (h) that each request for exclusion must (i) stale the name. address and telephone number of the person or entity requesting exclusion: (ii) state that such person or entity "requests exclusion from the Class in In re Tronox. Inc. Securities Litigation, No. 1 :09-cv SAS"; (iii) state the number of shares of Tronox Class A and Class B common stock and the number of $1,000 par value Tronox Bonds that the person or entity requesting exclusion purchase(/acquired and/or sold during the Class Period, as well as the dates and prices of each such purchase/acquisition and sale, or include brokerage statements that reflect the number of shares of Fronox Class A and Class B common stock and the number of's 1,000 par value Tronox Bonds that the person or entity requesting exclusion purchased/acquired and/or sold during the Class Period and the dates and prices of each such purchase/acquisition and sale; and (iv) he signed by the person or entity requesting exclusion or an authorized representative. A request for exclusion shall not be 8

9 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 9 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 10 of 15 eftective unless it provides all the required information and is received within the time stated above, or is otherwise accepted by the Court. 4. Any person or entity who or which timely and validly requests exclusion in compliance with the terms stated in this Order or is otherwise excluded by the Court from the Class shall not he a Class Member, shall not be hound by the terms of the Settlement or any orders or judgments in the Action, and shall not be eligible to receive any payment out of the Net Settlement Fund, 15, Any Class Member who or which does not timely and validly request exclusion from the Class in the manner stated in this Order or is not otherwise excluded from the Class by the Court: (a) shall he deemed to have waived his, her or its right to be excluded from the Class; (b) shall he forever bared from requesting exclusion from the Class in this or any other proceeding: (c) shall be bound by the provisions of the Stipulation and Settlement and all proceedings, determinations, orders and judgments in the Action, including, but not limited to. the Final Judgment, and the releases provided for therein, whether favorable or unfavorable to the Class: and (d) will be bared from commencing, maintaining or prosecuting any of the Settled Claims against any of the Released Parties, as more fully described in the Stipulation and the Notice. lb. Appearance and Objections at Settlement Hearing - Any Class Member who does not request exclusion from the Class may enter an appearance in the Action, at his, her or its own expense, individually or through counsel of his, her or its own choice, by filing with the Clerk of Court and delivering a notice of appearance to Lead Counsel and Defendants' Counsel as set forth in paragraph 17 below such that it is received no later than twenty-one (21) calendar 9

10 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 10 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 11 of 15 days prior to the Settlement Hearing, or as the Court may otherwise direct. Any Class Member who does not enter an appearance will be represented by Lead Counsel. 17. Any Class Member who does not request exclusion from the Class may file a written objection to the proposed Settlemeit, the proposed Plan of Allocation andlor the motion for an award of attorneys' fees and reimbursement of Litigation Expenses and appear and show cause, if he, she or it has any cause, why the proposed Settlement, the proposed Plan of Allocation and/or Lead Counsel's motion for attorneys' lees and reimbursement of Litigation Expenses should not be approved: provided, however, that no Class Member shall be heard or entitled to contest the approval of the terms and conditions of the proposed Settlement, the proposed Plan of Allocation andior the motion for attorneys' fees and reimbursement of Litigation Expenses unless that person or entity has filed a written objection with the Court and served copies of such objection in the manner provided in the Notice such that it is received no later than twenty-one (21) calendar days prior to the Settlement Rearing on each of the following; Lead Counsel Solomon B. Cera, Esq. Thomas C. Bright, Esq. Gold Bennett Cera & Sidener LLP 595 Market Street, Suite 2300 San Francisco, CA Defendants' Counsel Weil, Ciotshal & Manges LLP Jonathan D. Polkes, Esq. Miranda S. Schiller, Esq. Stefania ft Venezia. Esq, 767 Fifth Avenue New York, NY to 153 Dechert LLP David H. Kistenhroker. Esq, Joni S. Jacobsen, Esq. 115 S. LaSalle Street, Suite 2600 Chicago, IL Sullivan and Cromwell, LLP Penny Shane, Esq. Kristin Keranen, Esq. 10

11 Case 1 :09cv SAS Document 188 Filed 08/10/12 Page 11 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 12 of Broad Street New York, NY Baker Botts LIP. Robb L Voyles, Esq. Timothy W, Mountz, Esq, Jessica B. Pulliam, Esq, 2001 Ross Avenue Dallas. TX Any objections, filings and other submissions by the objecting Class Member: (a) must state the name, address and telephone number of the person or entity objecting and must he signed by the objector: (b) must contain a statement of his, her or its objection, as well as the specific reasons for each objection, including the legal and evidentiary support the Class Member wishes to bring to the Court's attention: and (c) must include documents sufficient to prove the number of shares of Tronox Class A and Class B common stock and the number of $1.000 par value Tronox Bonds purchased/acquired and/or sold during the Class Period, is well as the dates and prices of each such purchase/acquisition and sale. 16, Any Class Member who does not make his, her or its objection in the manner provided herein shall he deemed to have waived his, tier or its riaht to object to the Settlement. the Plan of Allocation and the motion for attorneys' fees and reimbursement of Litigation Expenses and shall forever be barred and foreclosed from objecting to the fairness, reasonableness or adequacy of the Settlement. the Plan of Allocation or the requested attorneys' fees and Litigation Expenses, or from otherwise being heard concerning the Settlement, the Plan of Allocation or the requested attorneys' fees and Litigation Expenses in this or any other proceeding Until otherwise ordered by the Court. the Court stays all proceedings in the Action other than proceedings necessary to carry out or enforce the terms and conditions of the I.

12 Case 1 :09cv06220-SAS Document 188 Filed 08/10/12 Page 12 of 54 Case 1:09-cv SAS Document Filed 08103/12 Page 13 of 15 Stipulation. Pending the Settlement Hearing, the Court enjoins Plaintiffs and all other Class Members from commencing or prosecuting, either directly, indirectly, representatively or in any other capacity, any and all of the Settled Claims against each and all of the Released Parties, 18. Settlement Administration Fees and Expenses - Prior to the Effective Date, Lead Counsel may pin', without further approval of Defendants or further order of the Court, all reasonable costs incurred in identifying and notifying Class Members as well as in administering the Settlement up to $200,000 as set forth in the Stipulation. Q. Settlement Fund - The contents of the Total Settlement Fund held by Union Bank, N.A. (which the Court approves as the Escrow Agent), shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as they shall be distributed pursuant to the Stipulation andior further order(s) of the Court. 20. 'Faxes -- Lead Counsel and/or the Claims Administrator are authorized and directed to prepare any tax returns and any other tax reporting form for or in respect of the Total Settlement Fund, to pay from the Total Settlement Fund any Taxes owed with respect to the 'total Settlement Fund, and to otherwise perform all obligations with respect to Taxes and any reporting or filings in respect thereof without further order of the Court in a manner consistent with the provisions of the Stipulation. 21. Termination of Settlement -- if the Stipulation is terminated, the Settlement is not approved, or the Effective Date of the Stipulation does not occur, this Order shall become null and void and he without prejudice to the rights of Plaintiffs, the Class Members and Defendants, and the Parties shall he deemed to have reverted to their respective positions in this Action as provided in the Stipulation. However, if the Settlement is terminated or is not 12

13 Case 1:09-cv SAS Document Filed 08/03/12 Page 14 of 15 approved with respect to only the Company Defendants or only E&Y, this Order shall become null and void as to those defendant(s) as to whom or which the Settlement was terminated and he without prejudice to the rights of Plaintiffs, the Class Members and those defendant(s), and those parties shall he deemed to have reverted to their respective positions in this Action as provided in the Stipulation. 22. Use of this Order This Order, the proposed Settlement, the Stipulation and any and all of their respective terms (and all negotiations, discussions and proceedings in connection therewith): (a) shall not be offered or received in evidence or used for any other purpose in this or any other proceeding in any court, administrative agency, arbitration forum, or other tribunal other than as may be necessary to enforce the terms of this Order and/or the proposed Settlement; (h) shall not be described as, construed as, interpreted as or offered or received against any of the Defendants as evidence of and/or deemed to be evidence of any presumption, concession, or admission by any Defendant as to any liability, negligence, fault, wrongdoing on its or his part or the validity of any claim by Lead Plaintiffs or the merits of any of its defenses; and (c) shall not be described as, construed as, interpreted as, or offered or received against Lead Plaintiffs, Named Plaintiffs or any Class Member as evidence of any infirmity in the claims of Lead Plaintiffs, Named Plaintiffs and the Class or that the damages recoverable from the Defendants would not have exceeded the Settlement Amount. 21 Supporting Papers - Lead Counsel shall file and serve papers in support of the proposed Settlement no later than thirty-five (35) calendar days prior to the Settlement Hearing; if reply papers are necessary, they are to be tiled and served no later than seven (7) calendar days prior to the Settlement Hearing. 13

14 Case 1 :09-cv06220-SAS Document 188 Filed 08/10/12 Page 14 of 54 Case 1:09-cvM6220SAS Document 186J Filed 08/03/12 Page 15 of The Court retains jurisdiction to consider all further applications arising out of or connected with the proposed Settlement. SO ORDERED this /0 day of A çx S I T2 CJer +h c/oae 4415 mo+ 44lA.Schei dlin United es District Judge c0 co0ka- 1W0 j47 4

15 Case 1:09-cv SAS Document Filed 08/03/12 Page 1 of 25 Ii,,s ILL tdjill

16 RUBE EEl it rata Itii,i MDmIagacfls Case 1:09-cv SAS Document Filed 08/03/12 Page 2 of 25 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Exhibit I Civil Action No. 09-CV SAS IN RE TRONOX, INC. SECURITIES LITIGATION ) Electronically filed THIS DOCUMENT RELATES TO ALL CLASS ACTIONS NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT, SETTLEMENT FAIRNESS HEARING, AND MOTION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF LITIGATION EXPENSES A Federal attn authorized this Notice. This is not a solicitation from a lawyer. NOTICE OF PENDENCY OF CLASS ACTION: Please he advised that your rights may be affected by a class action lawsuit (the "Action") pending in the United States District Court for the Southern District of New York (the "Court") if, during the period from November 21, 2005 through and including January 12, (the "Class Period") you purchased or otherwise acquired Class A or Class B common stock ("ironox Common Stock") and/or Tronox's 9½ percent senior notes due 2012 ("Tronox Bonds") (collectively "Tronox Securities") of Tronox. Inc. ("Tronox" or the "Company") and were damaged thereby. NOTICE OF SETTLEMENT: Please also be advised that the Court-appointed Lead Plaintiffs, LaGrange Capital Partners, LP and LaGrange Capital Partners Offshore Fund, Ltd. (together "Lead Plaintiffs"), on behalf' of themselves and the Class (as defined in 1131 below), have reached agreements to settle the Action with the Company Defendants (defined in I below) and Ernst & Young LLP ("E&Y") for a total of $37 million in cash that, if approved, will resolve all claims in the Action (the "Settlement").' PLEASE READ THIS NOTICE CAREFULLY. This Notice explains important rights you may have, including the possible receipt of cash from the Settlement. If you are a Class Member, your legal rights will be affected whether or not you act. I. Description of the Action and Class: This Notice relates to a proposed Settlement of claims in a pending class action lawsuit brought by investors alleging that the prices of Tronox Securities were artificially inflated during the Class Period as a result of allegedly material false and misleading statements and omissions issued by Defendants and Tronox regarding the financial condition of Tronox, including its environmental and legacy liabilities, during the period November 21, 2005 through January 12, The Defendants are (I) Thomas Adams. CEO and Director of Tronox during part of the Class Period. Mary Mikkclson, Senior Vice President and Chief Financial Officer of Tronox during the Class Period, and Marty All capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings provided in the Stipulation and Agreement of Settlement dated August (the "Stipulation'). which is available on the website established for the Settlement at

17 Case 1:09-cv SAS Document Filed Page 3 of 25 Rowland, COO and Director of Tronox during part of the Class Period (the "Tronox Individual Defendants"); (2) Kerr-McGee Corporation ("Kerr-McGee"). Tronox's parent company prior to the IPO: (3) Anadarko Petroleum Corporation ("Anadarko"), the company that purchased Kerr-McGee following the IPO; (4) J. Michael Rauh, Director of Tronox during part of the Class Period, Robert Wohieber, Chairman of the Board of lrrinox for part of the Class Period, Luke Corbett, Chairman and CEO of Kerr-McGee during the Class Period and Gregory Pitcher, Senior Vice President, Secretary, and General Counsel for Kerr-McGee during the Class Period (the "Kerr-McGee individual Defendants" and collectively with the i'ronox Individual Defendants, Kerr-McGee and Anadarko. the "Company Defendants'); and (5) E&Y. Tronox's auditor. On January 12, 2009, Tronox and its affiliated companies tiled a voluntary petition under Chapter II of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York. Pursuant to Section 362(a) of the Bankruptcy Code, all actions are automatically stayed against a debtor who tiles a voluntary petition under the Bankruptcy Code. Accordingly, Lead Plaintiffs have not named Tronox as a defendant in the Action. The proposed Settlement, if approved by the Court, will settle claims of all persons and entities who purchased or otherwise acquired Tronox Securities during the Class Period (i.e., from November 21, 2005 through and including January ), and who were damaged thereby (the "Class"). The Class does not include certain persons and entities who are excluded from the Class by definition (see 31 below) or who validly elect to exclude themselves from the Class (see 4,M below). 2. Statement of Class's Recovery: Subject to Court approval, and as described more filly below, Lead Plaintiffr, on behalf of themselves and the Class, have agreed to settle all claims based on the purchase or acquisition of Tronox Securities during the Class Period that were or could have been asserted against Defendants in the Action in exchange for a total settlement payment of ,000 in cash (the "Settlement Amount") to he deposited into an interest-bearing escrow account (the "Settlement Fund"). The Settlement Amount will be paid as follows: a. the Company Defendants will pay or cause to be paid $35,000,000 and b. E&Y will pay $2,000,000. The Net Settlement Fund (the Settlement Fund less Taxes, Notice and Administration Costs, and attorneys' fees and Litigation Expenses awarded by the Court) will he distributed in accordance with a plan of allocation that is approved by the Court, which will determine how the Net Settlement Fund shall be allocated among members of the Class. The proposed plan of allocation (the "Plan of Allocation") is set forth on pages - below. 3. Estimate of Average Amount of Recovery Per Share: Lead Plaintiffs' damages expert estimates that approximately 55.2 million shares of Tronox Class A common stock, approximately 45,2 million shares of Tronox Class B common stock, and approximately 350,000 units of $1,000 par value Tronox Bonds purchased during the Class Period may have been affected by the conduct at issue in the Action. If all Class Members elect to participate in the Settlement, the estimated average recovery per affected share of Tronox Class A common stock, affected share of Tronox Class B common stock, and affected $1,000 par value Tronox Bond would be approximately $0.27, $0.33, and S21.05, respectively, before deduction of Court-awarded attorneys' fees and expenses and the costs of providing notice and administering the Settlement. Class Members should note, however, that this is only an estimate based on the overall number of potentially affected shares and bends- Some Class Members may recover more or less than the estimated amount per share or bond. 4. Statement of Average Amount of Damages Per Share: The Parties do not agree on the average amount of damages per share that would be recoverable if Lead Plaintiffs were to prevail in the Action. Defendants do not agree with the assertion that they engaged in any actionable conduct under the

18 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 18 of 54 Case 1 :09-cv SAS Document Filed 08/03/12 Page 4 of 25 federal securities laws or that any damages were suffered by any members of the Class as a result of their conduct. 5. Statement of Attorneys' Fees and Expenses Sought: The Court-appointed Lead Counsel, Gold Bennett Ccra & Sidener LLP, together with counsel to certain named plaintiff bond purchasers, have been prosecuting the Action on a wholly contingent basis since its inception in 2009, and have not received any payment of attorneys fees for their representation of the class, Lead Counsel and Bernstein Litowitz Berger & Grossmann LLP have advanced the funds to pay expenses necessarily incurred to prosecute the Action. Lead Counsel will apply to the Court thr an award of attorneys' fees from the Settlement Fund in an amount not to exceed 25% of the Settlement Fund. In addition, Lead Counsel also will apply for the reimbursement of Litigation Expenses paid or incurred in connection with the prosecution and resolution of the Action, in an amount not to exceed $1,985,000, which may include the reasonable costs and expenses of Plaintiffs directly related to the representation of the Class! If the Court approves Lead Counsel's fee and expense application, the average cost per affected share of Tronox ('lass A and Class B common stock will he approximately $0.08 and S010, respectively, and the average cost per affected unit of Tronox Bonds will be approximately $ Identification of Attorneys' Representative: Lead Plaintiffs and the Class are being represented by Solomon B. Cera. Esq.. of Gold Bennett Cera & Sidener LLP. Any questions regarding the Settlement should he directed to Solomon B. Cera or Thomas C. Bright at Gold Bennett Cern & Sidener LLP. 595 Market Street, San Francisco, CA 94105, (415) , scera(gbcslaw.com, tbright&;gbcslaw.com. 7. Reasons for the Settlement: Lead Plaintiffs' principal reason for entering into the Settlement is the substantial cash benefit payable to the Class now, without further risk or the delays inherent in further litigation. The significant cash benefit under the Settlement must be considered against the significant risk that a smaller recovery or, indeed, no recovery at all - might be achieved after contested motions, trial and likely appeals, a process that could last several years into the future. For Defendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for entering into the Settlement is to eliminate the expense, risks, and uncertainty of further litigation. YOIJRLECAL RIGhTS AND OPTION 'S IN THE 3F EEL IMINI [SUBMIT A CLAIM FORM BY Tins is the only way to be eligible to get a payment 2012 from the Settlement, If you are a Class Member and you remain in the Class, you will be bound by the Settlement as approved by the Court and you will give up any Settled Claims (as defined in 9 83 below) that you have against Defendants and the other Released Parties (defined in 984 below), so, if you remain in the Class, it is in your interest to submit a Claim Form. Should only one of the settlements become effective (i.e.. the settlement with the Company Defendants or the settlement with E&Yi, attorneys' fees will be paid only on the portion of the Settlement Amount paid with respect to the effective settlement, and only the proportion of the total Litigation Expenses approved by the Court that is equal to the amount of the settlement that becomes effective divided 1w the total Settlement Amount will be paid, such payment to come from the amount paid by the Defendants whose settlement becomes effective. 3

19 Case 1 :09cv SAS Document 188 Filed 08/10/12 Page 19 of 54 Case 1 :09-cv SAS Document Filed Page 5 of 25 EXCLUDE YOURSELF FROM THE CLASS If you exclude yourself from the Class, you will not be I BY SUBMITTING A WRITTEN REQUEST eligible to get any payment from the Settlement Fund. FOR EXCLUSION SO THAT IT IS This is the only option that allows you to ever he part RECEIVED NO LATER THAN -, of any other lawsuit against any of the Defendants or 2012, the other Released Parties concerning the Settled OBJECT TO THE SETTLEMENT BY If you do not like the proposed settlement with the SUBMITTING A WRITTEN OBJECTION Company Defendants, the proposed settlement with SO THAT IT IS RECEIVED NO LATER E&Y, the proposed Plan of Allocation, or the request THAN,2012. for attorneys' fees and reimbursement of expenses, you may write to the Court and explain why you do not like them. You cannot object to the Settlement, the Plan of Allocation or the fee and expense request unless you are a Class Member and do not exclude yourself. GO TO THE HEARING ON 2012 Filing a written oweetion and notice of intention to AT.M., AND FILE A NOTICE OF appear by, 2012 allows you to speak in INTENTION TO APPEAR SO THAT IT IS Court about the fairness of the proposed Settlement, the RECEIVED NO LATER THAN Plan of Allocation, or the request for attorneys' fees and reimbursement of expenses. If you submit a written objection, you may (hut do not have to) attend the hearing and speak to the Court about your j. object ion, DO NOTHING. If you are a member of the Class and you do not submit a Claim Form by --, 2012, you will not be eligible to receive any payment from the Settlement I - Fund. You will, however, remain a member of the Class, which means that you give up your right to sue about the claims that are resolved by the Settlement i and you will be bound by any judgments or orders - enterç4jy the Court in the Action, - WHAT THIS NOTICE CONTAINS Why Did I Get This Notice? What Is This Case About? What Has Happened So Far? How Do I Know If I Am Affected By The Settlement? What Are Lead Plaintiffs' Reasons For The Settlement? What Might Happen If There Were No Settlement? How Much Will My Payment Be? What Rights Am I (living Up By Remaining In The Class? What Payment Are The Attorneys For The Class Seeking? How Will The Lawyers Be Paid, How Do I Participate In The Settlement? What Do [Need To Do? What If I Do Not Want l'o Participate In The Settlement? How Do! Exclude Myself? When And Where Will The Court Decide Whether To Approve The Settlement? Page - Page Page Page - Page - Page - Page - Page_ Page Page 4

20 .1!! As is iata lr1i.nmdmiat Case 1 :09-cvM6220-SAS Document Filed Page 6 of 25 Do I Have To Came To The 1-tearing? May I Speak At The Hearing If I Don't Like The Settlement? What If I Bought Shares On Someone Else's Behalf? Can I See The Court File? Whom Should I Contact III Have Questions? Page - Page - Page_ WHY DID IGET THIS NOTICE? 8, This Notice is being sent to you pursuant to an Order of the United States District Court for the Southern District of New York (the "Court") because you or someone in your family or an investment account for which you serve as custodian may have purchased or otherwise acquired one or more of the Tronox Securities during the Class Period. The Court has directed us to send you this Notice because, as a potential Class Member, you have a right to know about your options before the Court rules on the proposed settlement of this case. Additionally, you have the right to understand how a class action lawsuit may generally affect your legal rights. If the Court approves the Settlement a claims administrator selected by Lead Plaintiffs and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved. 9. In a class action lawsuit, the Court selects one or more people, known as class representatives, to sue on behalf of all people with similar claims, commonly known as the class or the class members. In this Action, the Court has appointed LaGrange Capital Partners, LP and LaGrange Capital Partners Offshore Fund, Ltd. to serve as "Lead Plaintiffs" under a federal law governing lawsuits such as this one, and has approved Lead Plaintiffs' selection of the law firm of Gold Bennett ('era & Sidener LLP to serve as Lead Counsel in the Action, A class action is a type of lawsuit in which the claims of a number of individuals are resolved together, thus providing the class members with both consistency and efficiency. Once the class is certified, the Court must resolve all issues on behalf of the class members, except for any persons who choose to exclude themselves from the class. (For more information on excluding yourself from the Class, please read "What If I Do Not Want Participate In the Settlement? How Do I Exclude Myself'?," on page - below.) 10. The Court in charge of this case is the United States District Court for the Southern District of New York. and the case is known as In re Tronox, Inc., Securities Lizgation, File No. 09-CV SAS. The Judge presiding over this case is the Honorable Shim A. Scheindlin, United States District Judge. The people who are suing are called plaintiffs, and those who are being sued are called defendants. In this ease, the plaintiffs are Lead Plaintiffs, Named Plaintiff The Fire and Police Pension Association of Colorado and Named Plaintiff The San Antonio Fire and Police Pension Fund (collectively. "Plaintiffs"), and the Defendants are (1) the Tronox Individual Defendants; (2) Kerr-McGee: (3) Anadarko; (4) the Kerr-McGee Individual Defendants; and (5) E&Y. If the Settlement is approved as to all Defendants, it will resolve all claims in the Action by Class Members against Defendants and will bring the Action to an end. ii. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The purpose of this Notice is to inform you of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Class if you wish to do so. It also is being sent to inform you of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the proposed Settlement, the proposed Plan of Allocation, and the motion by Lead Counsel for an award of attorneys' fees and reimbursement of Litigation Expenses (the "Settlement Hearing"). 12. The Settlement 1 fearing will be held on 2012 at 4:3im.. before the Honorable Shira A. Scheindlin, in Courtroom 15C of the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York to determine:

21 Case I :09-cv SAS Document Filed 08/03/12 Page 7 of 25 (a) (b) (c) whether the proposed Settlement is fair, reasonable, and adequate and should be approved by the Court: whether the Settled Claims against the Defendants and the other Released Parties should be dismissed with prejudice as set forth in the Stipulation: whether the proposed Plan of Allocation is fair and reasonable and should be approved by the Court; and d) whether Lead Counsel's request for an award of attorneys' fees and reimbursement of Litigation Expenses should be approved by the Court. 13- This Notice does not express any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves either or both settlements, payments to Authorized Claimants will be made after any appeals are resolved, and after the completion of all claims processing. Please be patient. WHAT IS This CASE 'ABOUT? WHAT HAS HAPPENED SO FAR? 14, The Action is a class action alleging violations of federal securities law by Defendants. 15, Between July 10, 2009 and August 12, three (3) shareholder class actions were filed in the United States District Court for the Southern District of New York, entitled: Alaska Electrical Pension fluid v. Kerr-McGee Corp.. ci at, No. 09-cv-6220 (SAS); Oliver Shi v. Kerr-McGee Corp, cc at, No. 09-cv-6490 (SAS); and Monti Barnes v. Kerr-McGee corp., or at. No. 09-cv (SAS). These shareholder class actions alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), and Rule lob-s promulgated thereunder based on allegedly false and misleading statements issued by Tronox and certain of its officers and directors in the period from November 21, 2005 through January 12, In October the Court ordered that these cases be consolidated and recaptioned as In re Tmnox, Inc., Securities Litigation, Case No. 09-CV SAS; appointed LaGrange Capital Partners, LP and LaGrange Capital Partners Offshore Fund. Ltd. as Lead Plaintiffs for the Action; and approved Lead Plaintiffs' selection of Gold Bennett Cera & Sidener LLP as Lead Counsel. 16. Plaintiffs' Counsel conducted an investigation that included, among other things, a review of Tronox's filings with the United States Securities and Exchange Commission, analyst research reports, investor presentations, news articles concerning Tronox and other public data; interviews of former Tronox employees; and legal analysis of the claims against Defendants and their potential defenses. 17. On November 24, 2009, Lead Plaintiffs filed their Consolidated Class Action Complaint (the "Complaint"), which alleged that Defendants issued materially false and misleading statements regarding the financial condition of Tronox. including its environmental and legacy liabilities, in violation of Sections 10(b) and 20(a) of the Exchange Act, and Rule lob-s promulgated thereunder. The Complaint asserted claims under Section 10(b) against all Defendants, and asserted "control person" claims under Section 20(a) against all Defendants except E&Y. The claims asserted in the Complaint were based on allegations that Tronox was essentially insolvent at the time of the initial public offering ("IPO") and throughout the Class Period. materially understated its reserves for environmental liabilities throughout the Class Period and that such liabilities were not fully and adequately disclosed until 'rronox filed for Chapter Ii bankruptcy protection on January 12, The Complaint further alleged that certain of the Defendants controlled Tronox as of its initial public offering on November 21, 2005 and, through such control, dictated during the Class Period the recording of materially deficient reserves for environmental liabilities and Tronox's disclosures about reserves and, therefore. faced liability for the securities law violations alleged. The Complaint further alleged that the price of Tronox Securities were artificially inflated as a result of Defendants' allegedly false and misleading 6

22 Case 1:09-cv SAS Document Filed 08/03/12 Page 8 of 25 statements and omissions, and declined when the truth about the extent of Tronox's environmental rernediation obligations and related tort claims was revealed. 18. On January II, 2010, Kerr-McGee and Anadarko moved to dismiss the claims asserted against them arguing, among other things, that Plaintiffs had failed to adequately allege reliance and scienter, that none of the alleged misstatements were attributed to Kerr-McGee or Anadarko and that the Complaint failed to plead facts demonstrating that they were culpable participants" in a Section (0(h) violation by Tronox or the other Defendants for purposes of the "control person" claim. The Tronox and Kerr-McGee Individual Defendants moved to dismiss the Complaint on January 19, 2010 arguing, among other things, that the Complaint failed to allege facts supporting it strong inference of scienter and that Plaintiffs failed to sufficiently allege misstatements by Defendants Corbett and Pilcher; and E&Y moved to dismiss the claims against it on February 8, 2010 arguing, among other things, that the Complaint failed to allege facts permitting a strong inference of seienter, or to adequately allege reliance or loss causation. 19+ In June 2010, while the motions to dismiss were pending, the Parties voluntarily engaged in a bill day mediation session with a professional mediator in an effort to explore a potential resolution of the Action. However, the Parties were unable to reach a settlement at that time and the litigation continued to be aggressively prosecuted by the Plaintiffs. 20+ On June 28, the Court granted in part and denied in part Defendants' motion to dismiss. The Court denied the motions to dismiss filed by the Tronox Individual Defendants and E&Y in their entirety. Additionally, the Court ruled, among other things, that: Plaintiffs' claims against Kerr-McGee, Anadarko and the Kerr-McGee Individual Defendants for violations of Section 20(a) relating to misstatements after March 31, 2006 were dismissed without prejudice; Plaintiffs were granted leave to replead their claims that Kerr- McGee and/or the Kerr-McGee Individual Defendants controlled Tronox after March 31, 2006 (when Tronox was spun off from Kerr-McGee) and that Anadarko was a successor-in-interest to Kerr-McGee: and Plaintiff' claims against Messrs. Corbett, Pilcher and Raub, Kerr-McGee and Anadarko for violations of Section 10(b) were dismissed with prejudice based on the finding that these defendants made no actionable misstatements to the market regarding Tronox. On July 28, 2010, the Tronox Individual Defendants and E&Y tiled their Answers to the Complaint. 21. On July 30, 2010, Lead Plaintiffs filed their First Amended Consolidated Class Action Complaint (the "First Amended Complaint"). Like the Complaint, the First Amended Complaint asserted claims against the Defendants under Section 10(b) of the Exchange Act and Rule lob-s, and under Section 20(a) of the Exchange Act, The First Amended Complaint alleged claims substantially similar to those in the Complaint but added substantial factual detail in support of the claims asserted tbr violations of Sections 10(b) and 20(a) during the Class Period dismissed in the Court's June 28, 2010 Order. [he First Amended Complaint asserted the same Class Period as set forth in the Complaint. 22. On August 27, 2010, Kerr-McGee and Wohieher moved to dismiss Plaintiffs' Section 20(a) claim for the period after March 31, 2006; Corbett and Pilcher moved to dismiss the claims against them in their entirety; and Anadarko again moved to dismiss the claim against it, On January, 5, 2011, the Court denied Messrs. Wohieber, Corbett and Pitcher's motion to dismiss with respect to the period that pre-dates August ; denied Anadarko's motion to dismiss Plaintiffs' Section 20(a) claim that was predicated on control person liability and respondear superior liability: and denied KerrMcGce's motion to dismiss. The Court granted Anadarko's motion to dismiss Plaintiffs' Section 20(a) claim that was predicated on successor-ininterest liability and granted Mr. Corbett's motion to dismiss Plaintiffs' Section 20(a) claim with respect to the period that post-dates August 10, On February 4, 2011, Kerr-McGee, Anadarko, and the Kerr-McGee Individual Defendants answered the First Amended Complaint.

23 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 23 of 54 Case 1:09-cv SAS Document Filed Page 9 of Thereafter, the Parties engaged in extensive discovery, which included significant document productions by the Plaintiffs, as well as the review of terabytes of data (equivalent to tens of millions of pages of documents) produced by Tronox and the Defendants, as well as non-parties. Defendants deposed a representative from each of Lead Plaintiffs. Named Plaintiffs and Named Plaintiffs' investment advisors. The Parties also engaged and consulted with experts who prepared detailed expert reports, and the Parties deposed each other's expert witnesses, 24. On August 9, 2011, Lead Plaintiffs moved for class certification. On September 16, 2011, Defendants opposed Lead Plaintiffs' motion on a number of grounds, including (i) that Lead Plaintiffs' investment strategy and trading decisions rendered the Lead Plaintiffs atypical of the Class and inadequate to serve as class representatives; (ii) that each of the Named Plaintiffs was subject to unique defenses that rendered them atypical of the Class; and (iii) that Plaintiffs were not entitled to a fraud-on-the-market presumption of reliance because they failed to establish that the alleged corrective disclosures impacted the price of Tronox Securities or that the market for Tronox Bonds was efficient. Certain Defendants also alleged that Plaintiffs had failed to establish that the market for Tronox Common Stock was efficient during the entire Class Period, On October 26, 2011, Lead Plaintiffs' motion was denied without prejudice, and with leave to renew, because the Court requested the Panics to re-submit their respective submissions in support of and in opposition to class certification pursuant to a revised Order governing page limitations and timing. No decision on the merits of the motion was made at that time. On November 11, Lead Plaintiffs filed their renewed motion for class certification. Defendants opposed it on November 23, 2011, and on December 7, 2011, Lead Plaintiffs filed a reply memorandum in further support of class certification. 25. In March 2012, the Parties, with the consent of the Court, agreed to participate in a mediation conducted by the Hon. Daniel Weinstein (Ret.) of JAMS. The Parties submitted mediation statements to Judge Weinstein and conducted extensive, protracted negotiations through him, both in person and telephonically. Plaintiffs engaged in these discussions with a view to exploring the possibility of resolution of the issues in dispute consistent with achieving the best relief possible in the interests of the Class. Thereafter, the Parties (with the exception of E&Y) reached an agreement in principle to settle in March 2012 and signed a term sheet on May 31, On March , the Parties entered into a stipulated agreement to extend certain discovery deadlines set forth in a Scheduling Order entered on January 13, 2012, pursuant to which and with the consent of the Court, Lead Plaintiffs agreed to withdraw their motion for class certification without prejudice to resubmit as previously tiled, to allow the parties additional time to conduct discovery and explore the possibility of reaching a mediated settlement of the Action. 27. Lead Plaintiffs filed their second renewed motion for class certification on May 17, As of that date, E&Y was the only defendant with which Plaintiffs had not reached an agreement in principle to settle. 28. Thereafter. Plaintiffs and E&Y began discussing a possible resolution of the Action. Plaintiffs and E&Y had several settlement discussions and arm's-length negotiations with respect to a compromise and settlement of the claims against E&Y. Again, Plaintiffs engaged in these discussions with a view to exploring the possibility of resolution of the issues in dispute consistent with achieving the best relief possible in the interests of the Class. Plaintiffs and E&Y reached an agreement in principle to settle in late May 2012, 29. Plaintiffs' Counsel have drafted multiple complaints based on their intensive investigation of the alleged securities fraud, opposed Defendants' multiple motions to dismiss, engaged in significant discovery and document production, and retained and consulted with experts. They have also researched the applicable law with respect to the claims of Lead Plaintiffs, Named Plaintiffs and the other Class Members (as defined herein) against the Defendants and the potential defenses thereto. Additionally, the multiple mediation S

24 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 24 of 54 Case 1:09-cv SAS Document Filed Page 10 of 25 statements prepared and exchanged as well as the Parties' respective presentations concerning damages and toss causation have provided Plaintiffs with a detailed basis upon which to assess the relative strengths and weaknesses of their position and Defendants' position. 30. On 2012, the Court preliminarily approved the Settlement, certified the Class for purposes of the Settlement, authorized this Notice to be sent to potential Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement. HOW DO I KNOW JE 11AM AFFECTED BY THE SETTLEMENT? 31 If you are a member of the Class, you are subject to the Settlement unless you timely request to he excluded. The Class consists of All persons or entities who purchased or otherwise acquired shares of Tronox Class A and/or Class B common stock ("Trunox Common Stock") andior Tronox 9½% senior notes due 2012 ("Tronox Bonds") during the period from November 21, 2005 through and including January 12, 2009 and who were damaged thereby. Excluded from the Class are the following persons or entities: (i) Defendants and Tronox; (ii) the parents, successors, subsidiaries, affiliates and assigns of any Defendant or of Tronox; (iii) members of the Immediate Family of each of the Individual Defendants; (iv) any person who was a partner of E&Y or an officer or director of Tronox, Kerr-McGee or Anadarko, during the Class Period; and (v) any firm, trust, corporation, or other entity in which any of the Defendants has a controlling interest or had a controlling interest during the Class Period, The Class also does not include those persons and entities who timely request exclusion from the Class pursuant to this Notice (see "What If I Do Not Want To Participate in The Settlement? How Do I Exclude Myself?," on page below). PLEASE NOTE: RECEIPT OF THIS NOTICE DOES NOT MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU ARE A CLASS MEMBER AND YOU WISH TO BE ELIGIBILE TO PARTICIPATE IN THE DISTRIBUTION OF PROCEEDS FROM THE SETTLEMENT, YOU ARE REQUIRED TO SUBMIT THE CLAIM FORM THAT IS BEING DISTRIBUTED WITH THIS NOTICE AND THE REQUIRED SUPPORTING DOCUMENTATION AS SET FORTH THEREIN POSTMARKED NO LATER THAN,2012. WHAT ARL LEAD PLAINTIFFS' REASONS FOR THE SETTLEMENT? 32, Lead Plaintiffs and Lead Counsel believe that the claims asserted against Defendants have merit. They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through trial and appeals, as well as the difficulties in establishing liability and damages at trial that this Action presented. Lead Plaintiffs and Lead Counsel have taken into account the possibility that the class might not have been certified or the claims asserted in the Complaint might have been dismissed in response to Defendants' anticipated motions for summary judgment, and have also considered issues that would have been decided by a jury in the event of a trial of the Action, including whether Defendants acted with the requisite intent to mislead investors, and whether alt of the Class Members' losses were caused by the alleged misrepresentations and the amount of damages. Lead Plaintiffs and Lead Counsel considered arguments advanced by Defendants including that they applied the proper methodology in determining the amount of the reserves for environmental remediation and related tort liabilities; that Tronox's reserves were C)

25 Case 1:09-cv SAS Document Filed Page 11 of 25 adequate and they were corroborated by independent third parties; that the decline in the price of TIOnOX Securities was caused by factors unrelated to the alleged environmental liabilities; and, that even if liability were established, the amount of damages that could be attributed to the misrepresentations would be hotly contested. 33. in light of these risks, the amount of the Settlement and the immediacy of recovery to the Class, Lead Plaintiffs and Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class. Lead Plaintiffs and Lead Counsel believe that the Settlement provides a substantial benefit to the Class, namely $35,000,000 in cash from the Company Defendants and $2,000,000 in cash from E&Y (less the various deductions described in this Notice), as compared to the risk that the claims in the Action would produce a smaller, or no recovery after summary judgment, trial and appeals, possibly years in the future. 34. Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission by any Defendants of wrongdoing. WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT? 35. If there were no Settlement and Lead Plaintiffs failed to establish any essential legal or factual element of their claims, neither Lead Plaintiffs nor the other members of the Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their defenses, the Class likely would recover substantially less than the amount provided in the Settlement, or nothing at all. HOW MUCH WILL MY PAYMENT BE? 36. At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement. 37. Pursuant to the Settlement, the Company Defendants have agreed to pay or cause to be paid thirty-five million dollars ($35,000,000) in cash and E&Y has agreed to pay two million dollars ($2,000,000) in cash (collectively, the "Settlement Amount"). The Settlement Amount will he deposited into an interestbearing escrow account. The Settlement Amount plus all interest earned thereon is referred to as the "Settlement Fund." If the Settlement is approved by the Court and the Effective Date occurs, the "Net Settlement Fund" (that is'. the Settlement Fund less (a) all federal, state and local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and expenses incurred in connection with providing Notice to Class Members and administering the Settlement on behalf of Class Members; and (c) any attorneys' fees and Litigation Expenses awarded by the Court) will he distributed to Class Members as set forth in the proposed plan of allocation (the "Plan of Allocation") or such other plan as the Court may approve. 38. The Net Settlement Fund will not be distributed until the Court has approved a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired. 39. Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalves are entitled to get back any portion of the Settlement Fund once the Court's Order or Final Judgment approving the Settlement becomes Final. Defendants shall not have any liability, obligation or 10

26 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 26 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 12 of 25 responsibility for the administration of the Settlement or disbursement of the Net Settlement Fund or the Plan of Allocation. 40. Approval of the Settlement is independent from approval of the plan of allocation. Any determination with respect to the plan of allocation will not affect the Settlement, if approved. 41. Only Class Members (ie., persons and entities who purchased or otherwise acquired Tronox Common Stock or Fronox Bonds from November through and including January 12, 2009 AND WERE DAMAGED AS A RESULT OF SUCH PURCHASES OR ACQUISITIONS), will be eligible to share in the distribution of the Net Settlement Fund. Each person or entity wishing to participate in the distribution must timely submit a valid Claim Form establishing membership in the Class, and including all required documentation, postmarked on or before, 2012 to the address set forth in the Claim Form that accompanies this Notice. 42. Unless the Court otherwise orders, any Class Member who fails to submit a Claim Form postmarked on or before shall be fully and forever barred from receiving payments pursuant to the Settlement but will in all other respects remain a Class Member and be subject to the provisions of the Stipulation, including the terms of any Final Judgment entered and the releases given. This means that each Class Member releases the Settled Claims (as defined in paragraph 83 below) against the Released Parties ('as defined in paragraph 84 below) and will be enjoined and prohibited from filing, prosecuting, or pursuing any of the Settled Claims against any of the Released Parties regardless of whether or not such Class Member submits a Claim Form. 43. Information Required on the Claim Form: Among other things, each Claim Form must state and provide sufficient documentation for the Claimant's opening and closing positions in Tronox Securities on the dates specified in the Claim Form and all transactions in Tronox Securities during the periods specified in the Claim Form. 44. Participants and beneficiaries in the Tronox ERISA Plans should not include any information relating to their transactions within the plan in any Claim Form that they may submit in this Action. Claims based on the Tronox ERISA Plans' purchases of Tronox Securities during the Class Period may be made by the plan's trustees. To the extent any of the Defendants or any of the other persons or entities excluded from the Class are participants in the plans, such persons' or entities' proportionate share in the plans' purchases or acquisitions shall not be included in any Claim Form submitted by the plans and such persons or entities shall not receive, either directly or indirectly, any portion of the recovery that may he obtained from the Settlement by the Tronox ERISA Plans. 45. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of any Class Member. 46. Each Claimant shall be deemed to have submitted to the jurisdiction of the United States District Court for the Southern District of New York with respect to his, her or its Claim Form. 47. Persons and entities that are excluded from the Class by definition or that exclude themselves from the Class will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Claim Forms. PROPOSED PLAN OF ALLOCATION 48. The objective of the Plan of Allocation is to equitably distribute the settlement proceeds to those Class Members who suffered economic losses as a proximate result of the alleged wrongdoing. In developing the Plan of Allocation. Lead Plaintiffs' damages expert calculated the amount of estimated alleged artificial inflation in Tronox Securities which purportedly was proximately caused by the alleged fraud. In calculating 1

27 Case 1 :09cv SAS Document 188 Filed 08/10/12 Page 27 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 13 of 25 the estimated alleged artificial inflation, Lead Plaintiffs' damages expert considered price changes of TTODOX Securities in reaction to certain public announcements regarding Tronox and the allegations in the First Amended Complaint and the evidence developed in support thereof, as advised by Lead Counsel. 40. The calculations made pursuant to the Plan of Allocation are not intended to be estimates of, nor indicative of, the amounts that Class Members might have been able to recover after a trial, Nor are the calculations pursuant to the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the Settlement. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rota allocations of the Net Settlement Fund, 50. The Plan of Allocation generally measures the amount of loss that a Class Member can claim for purposes of making pro rota allocations of the cash in the Net Settlement Fund to Authorized Claimants. The Plan of Allocation is not a formal damage analysis. Recognized Loss Amounts are based primarily on the change in the level of alleged artificial inflation in the price of the respective Tronox Securities at the time of purchase or acquisition and at the time of sale. In this case, Lead Plaintiffs allege that Defendants made false statements and omitted material facts between November 21, 2005 through and including January 12, 2009, which had the effect of artificially inflating the prices of Tronox Securities. CALCULATION OF RECOGNIZED LOSS AMOUNTS Tronox (lass A and ('lass B Common Stock ("Tronox Common Stock") 51. The calculation of Recognized Loss Amounts for Tronox Common Stock is based on the following price declines that occurred in response to alleged corrective disclosures which removed artificial inflation from the price of the stock: July 11,2007: February 13, 2008: February 14, 2008: July 30, 2008: August 1,2008: August IX, 2008: August 22, 2008: September 17, 2008: January 12, 2009: $0.63 per share SI.60 per share $0.49 per share $0.16 per share $0.15 per share S0.27 per share $0.12 per share $0.06 per share $0.03 per share 52. For shares of Tronox Class A common stock that were purchased in the 11/21/2005 Initial Public Offering, and (a) sold prior to 7/11/2007. the Recognized Loss Amount is $0: (h) sold from 7/ through 2/12/2008, the Recognized Loss Amount is $0J6 per share; (c) sold on 2/13/2008, the Recognized Loss Amount is $0.56 per share; (d) sold from 2/14/2008 through 7/ , the Recognized Loss Amount is $0.68 per share; (c) sold from 7130/2008 through 7/31/2008, the Recognized Loss Amount is $0.72 per share: to sold from 8/1/2008 through 8117/2008, the Recognized Loss Amount is $0.76 per share; (a sold from 8/18/2008 through 8/21/2008, the Recognized Loss Amount is $0.83 per share; ih) sold from 8/22/2008 through 9/16/2008, the Recognized Loss Amount is $0.86 per share: (i) sold from 9/17/2008 through I/I 1t2009, the Recognized Loss Amount is $087 per share: (i) retained at the end of 1/11/2009, the Recognized Loss Amount is $0.88 per share. 12

28 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 28 of 54 Case 1:09-cv SAS Document Filed 08103/12 Page 14 of 25 and and 53. For shares of Tronox Common Stock that were purchased from 11/ through 7/10/2007, (a) sold prior to 7/11/2007, the Recognized Loss Amount is $0; (h) sold from 7/11/2007 through /2008, the Recognized Loss Amount is $0.63 per share; (c) sold on 2/13/2008, the Recognized Loss Amount is $2.23 per share: d) sold from 2/14/2008 through 7/29/2008. the Recognized Loss Amount is $2.72 per share: (e) sold from 7/30/2008 through 7/31/2008, the Recognized Loss Amount is $2.88 per share; (0 sold from 8/1/2008 through 8/17/2008. the Recognized Loss Amount is $103 per share; (g) sold from 8/18/2008 through 8/21/2008, the Recognized Loss Amount is 3.30 per share; (h) sold from 8/ through 9/16/2008, the Recognized Loss Amount is $3.42 per share; (i) sold from 9/17/2008 through (/11/2009, the Recognized Loss Amount is $3.48 per share; (j) retained at the end of 1/ , the Recognized Loss Amount is $3.51 per share. 54. For shares of Tronox Common Stock that were purchased from 7/11/2007 through 2/12/2008, (a) sold prior to 2/13/2008, the Recognized Loss Amount is $0; (b) sold on 2/ , the Recognized Loss Amount is $1.60 per share; (c) sold from 2/14/2008 through 7/29/2008, the Recognized Loss Amount is $2.09 per share; (d) sold from 7/30/2008 through 7/31/2008. the Recognized Loss Amount is $2.25 per share; (e) sold from 811 1/2008 through 8/I 7/2008, the Recognized Loss Amount is $2.40 per share; (1) sold from 8/18/2008 through 8/21/2008. the Recognized Loss Amount is 2.67 per share; (g) sold from 8/22/2008 through 9116/2008, the Recognized Loss Amount is $2.79 per share; (h) sold from 9/17/2008 through 1/11/2009, the Recognized Loss Amount is $2.85 per share; (i) retained at the end of 1/I I/2009, the Recognized Loss Amount is $2.88 per share. 55. For shares of Tronox Common Stock that were purchased on 213/2008, and (a) sold on 2113/2008, the Recognized Loss Amount is So; (b) sold from 2/14/2008 through 7/29/2008, the Recognized Loss Amount is $0.49 per share; (c) sold from 7/30/2008 through 7/31/2008. the Recognized Loss Amount is $0.65 per share; (d) sold from 8/ through 8/17/2008, the Recognized Loss Amount is $0.80 per share; (e) sold from S/ 18/2008 through 8/21/2008. the Recognized Loss Amount is $1.07 per share; (1') sold from 8/22/2008 through 9/16/2008, the Recognized Loss Amount is SI. 19 per share; (g) sold from 9/17/2008 through 1/11/2009, the Recognized Loss Amount is S 1.25 per share; (h) retained at the end of 1/11/2009. the Recognized Loss Amount is $128 per share. and 56. For shares of Tronox Common Stock that were purchased from 2/l4L2008 through 7/29/2008, (a) sold prior to 7/30/2008, the Recognized Loss Amount is $0; (b) sold from 7/30/2008 through 7/3 1/2008. the Recognized Loss Amount is $0.16 per share; (c) sold from 8/ through 8/17/2008, the Recognized Loss Amount is $0.31 per share; (d) sold from 8118/2008 through 8121/2008, the Recognized Loss Amountis $0.58 per share: (c) sold from 8/22/2008 through 9/16/2008, the Recognized Loss Amount is $0.70 per share; (fl sold from 9117/2008 through 1/I /2009. the Recognized Loss Amount is $0.76 per share; (g) retained at the end of 1/11/2009, the Recognized Loss Amount is $0.79 per share. 13

29 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 29 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 15 of 25 and 57. For shares of Tronox Common Stock that were purchased from 7/30/2008 through 7/31/2008, (a) sold prior to 8/1/2008, the Recognized Loss Amount is SO; (b) sold from 8/1/2008 through 8/17/2008, the Recognized Loss Amount is $0.15 per share; (c) sold from 8/13/2008 through 8/21/2008, the Recognized Loss Amount is $0.42 per share; (d) sold from 8/22/2008 through 9/16/2008, the Recognized Loss Amount is $0.54 per share; (e) sold from 9/17/2008 through 1/I 1/2009, the Recognized Loss Amount is $060 per share; (t) retained at the end of 1/ , the Recognized Loss Amount is $0.63 per share. 58. For shares of Tronox Common Stock that were purchased from 8/1/2008 through 8/17/2008, and (a) sold prior to 8/18/2008, the Recognized Loss Amount is $o; b) sold from 8/18/2008 through 8/21/2008, the Recognized Loss Amount is $0.27 per share: (c) sold from 8/22/2008 through 9/16/2008, the Recognized Loss Amount is $0.39 per share; (d) sold from 9/17/2008 through 1/11/2009, the Recognized Loss Amount is $0.45 per share; (e) retained at the end of 1/11/2009, the Recognized Loss Amount is $0.48 per share. and and and 59. For shares of Tronox Common Stock that were purchased from 8/1 8/2008 through 8/21/2008, (a) sold prior to 8/22/2008, the Recognized Loss Amount is $0; (b) sold from 8/22/2008 through 9/16/2008, the Recognized Loss Amount is $0.12 per share; (c) sold from 9/17/2008 through 1/11/2009, the Recognized Loss Amount is $0.18 per share; (d) retained at the end of 1/I 1/2009. the Recognized Loss Amount is $0.21 per share. 60. For shares of Tronox Common Stock that were purchased from 8/22/2008 through 9/16/2008, (a) sold prior to /2008, the Recognized Loss Amount is $0; (b) sold from 9/17/2008 through 1/11/2009, the Recognized Loss Amount is $0.06 per share; (c) retained at the end of 1/11/2009, the Recognized Loss Amount is $0.09 per share, 61. For shares of Tronox Common Stock that were purchased from 9/17/2008 through 1/11/2009, (a) sold prior to 1/12/2009, the Recognized Loss Amount is $0: (b) retained at the end of 1/11/2009, the Recognized Loss Amount is $0.03 per share. 62. For shares of Tronox Common Stock that were purchased on 1/12/2009, the Recognized Loss Amount is $0. Tronox 9.5% Notes ("Tronox Bonds" 63. The calculation of Recognized Loss Amounts for Tronox 9.5% Notes is based on the following price declines that occurred in response to alleged corrective disclosures which removed artificial inflation from the price of the Notes February 13, 2003: February : August IS, 2008: $21.25 per $1,000 par value Note $38.75 per $1,000 par value Note $10.00 per $1,000 par value Note 14

30 Kim ME M Moi to November 10, 2008: $1000 per $1,000 par value Note 64. For Tronox 9,5% Notes that were purchased from 11/ through 2/ , and (a) sold prior to 2/13/2008, the Recognized Loss Amount is $0; (1) sold on 2/13/2008, the Recognized Loss Amount per par value Note is $21.25; (c) sold from 2/14/2008 through 8/ the Recognized Loss Amount per S 1,000 par value Note is $60,00; (d) sold from 8/18/2008 through 11/9/2008, the Recognized Loss Amount per $1,000 par value Note is $70.00; (e) retained at the end of /08, the Recognized Loss Amount per $1,000 par value Note is $ For Tronox 9.5% Notes that were purchased on 2/13/2008, and (a) sold on 2/13/2008, the Reco gnized Loss Amount is $0; (b) sold from 2/14/2008 through S/I 7/2008, the Recognized Loss Amount per $1,000 par value Note is $38.75; (c) sold from 8/18/2008 through 1119/2008, the Recognized Loss Amount per $1,000 par value Note is $48.75: (4) retained at the end of 11/9108, the Recognized Loss Amount per $1,000 par value Note is $ For Tronox 9.5% Notes that were purchased from 2/14/2008 through 8/17/2008. and (a) sold prior to 8/18/2008, the Recognized Loss Amount is $0; (b) sold from 8/18/2008 through 11/9/2008, the Recognized Loss Amount per $1,000 par value Note is $10.00; (c) retained at the end of 11/9/2008, the Recognized Loss Amount per $1,000 par value Note is $ , For Tronox 9.5% Notes that were purchased from 8/18/2008 through 11/9/2008, and (a) sold prior to 11/10/2008, the Recognized Loss Amount is SO; (h) retained at the end of 11/9/08, the Recognized Loss Amount per $1,000 par value Note is $ For I'ronox 9,5% Notes that were purchased from 11/10/2008 through 1/1 2!2009, the Recognized Loss Amount is $0 ADDITIONAL PROVISIONS 69. The Net Settlement Fund will be allocated among all Authorized Claimants whose prorated payment is $20.00 or greater. If both the settlement with the Company Defendants and the settlement with E&Y are approved, the Net Settlement Fund will be the total Settlement Amount plus interest thereon, less any Taxes, Notice and Administration Costs, and less any attorneys' fees and Litigation Expenses awarded by the Court if only one of the settlements is approved the Net Settlement Fund will be the amount paid by the defendants whose settlement is approved, plus interest thereon, less any Taxes, Notice and Administration Costs, and less any attorneys' fees and Litigation Expenses awarded by the Court as set forth in ffiotnote 2 above. 70. Each Authorized Claimant's Recognized Claim shall be the total of his, her or its Recognized Loss Amounts, Each Authorized Claimant shall recover his, her, or its Recognized Claim. if the sum total of 15

31 Case 1 :09cv SAS Document 188 Filed 08/10/12 Page 31 of 54 Case 1:09-cv SAS Document Filed 08/03112 Page 17 of 25 Recognized Claims of all Authorized Claimants who are entitled to receive payment out of the Net Settlement Fund is greater than the Net Settlement Fund, however, each Authorized Claimant shall receive his, her, or its pro rata share of the Net Settlement Fund. The pro rota share shall be the Authorized Claimant's Recognized Claim divided by the total of Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. 71. If the Net Settlement Fund exceeds the sum total amount of the Recognized Claims of all Authorized Claimants entitled to receive payment out of the Net Settlement Fund, the excess amount in the Net Settlement Fund shall be distributed pro rata to all Authorized Claimants entitled to receive payment. 71 If the prorated payment to any Authorized Claimant calculates to less than , it will not be included in the calculation and no distribution will be made to that Authorized Claimant. 73. If a Class Member has more than one purchase/acquisition or sale of Tronox Securities during the Class Period, all purchases/acquisitions and sales shall be matched with like securities (Tronox Class A common stock, Tronox Class B common stock or Tronox Bonds) on a First In, First Out ("FIFO") basis. 74. Purchases or acquisitions and sales of Tronox Securities shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment" date. The receipt or grant by gift, inheritance or operation of law of Tronox Securities during the Class Period shall not be deemed a purchase, acquisition or sale of these shares of Tronox Securities for the calculation of an Authorized Claimant's Recognized Claim nor shall the receipt or grant he deemed an assignment of any claim relating to the purchase/acquisition of Tronox Securities unless (i) the donor or decedent purchased or otherwise acquired such Tronox Securities during the Class Period; (ii) no Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to such Tronox Securities; and (iii) it is specifically so provided in the instrument of gift or assignment. 75. The date of covering a "shorlsalé" is deemed to be the date of purchase or acquisition of the Tronox Security. The date of a "short sale" is deemed to be the date of sale of the Tronox Security. In accordance with the Plan of Allocation, however, the Recognized Loss Amount on "short sales" is zero. In the event that a Claimant had a short position in a Tmnox Security prior to the opening of trading on the first day of the Class Period, the earliest purchases of that Tronox Security shall he matched against such opening short position, and not be entitled to a recovery, until that short position is filly covered. 76. Tronox Common Stock and Tronox Bonds are the only securities eligible for recovery under the Plan of Allocation. Option contracts are not securities eligible to participate in the Settlement. With respect to Tronox Securities purchased or sold through the exercise of an option, the purchase/sale date of the Tronox Security is the exercise date of the option and the purchase/sale price is the exercise price of the option. 77. To the extent a Claimant had a market gain with respect to his, her, or its overall transactions in Tronox Securities during the Class Period, the value of his, her or its Recognized Claim will be zero. Such Claimants will in any event be bound by the Settlement. To the extent that a Claimant suffered an overall market loss with respect to his, her, or its overall transactions in Tronox Securities during the Class Period, but that market loss was less than the total Recognized Claim calculated above, then the Claimant's Recognized Claim shall be limited to the amount of the actual market loss. 8. For purposes of determining whether a Claimant had a market gain with respect to his, her, or its overall transactions in Tronox Securities during the Class Period or suffered a market loss, the Claims 16

32 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 32 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 18 of 25 Administrator shall determine the difference between (i) the Total Purchase Amount 3 and (ii) the sum of the Sales Proceeds 4 and the Holding Value? This difference will be deemed a Claimant's market gain or loss with respect to his, her, or its overall transactions in Tronox Securities during the Class Period. 79. If any finds remain in the Net Settlement Fund because of uncashed distributions or other reasons, then, after the Claims Administrator has made reasonable and diligent efforts to have Authorized Claimants cash their distribution checks. any balance remaining in the Net Settlement Fund one (1) year after the initial distribution of such finds shall be redistributed to Authorized Claimants who have cashed their initial distribution and who would receive at least $20.00 from such redistribution, after payment of any unpaid costs or fees incurred in admia:ci 1 ng the funds, including for such redistribution. Additional redistributions to Authorized Claimants who ha %,, cashed their prior distribution checks and who would receive at least $20.00 on such additional redistributions, subject to the conditions previously noted, may occur thereafter if Lead Counsel, in consultation with the Claims Administrator, determines that additional redistribution, after the deduction of any additional fees and expenses that would be incurred with respect to such redistributions, would be cost-effective. At such time as it is determined that the redistribution of fluids remaining in the Net Settlement Fund is not cost-effective, the remaining balance of the Net Settlement Fund shall be contributed to non-sectarian, not-for-profit 50I(c)(3) organizations recommended by Lead Counsel and approved by the Court. 80. Payment pursuant to the Plan of Allocation, or such other plan as maybe approved by the Court, shall be conclusive against all Authorized Claimants. No person shall have any claim against Plaintiffs, Plaintiffs' Counsel, Defendants, Defendants' Counsel or any of the other Released Parties, or the Claims Administrator or other agent designated by Lead Counsel arising from distributions made substantially in accordance with the Stipulation, the plan of allocation approved by the Court, or further orders of the Court. Plaintiffs, Defendants, Defendants' Counsel, and the other Released Parties shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan of Allocation, or the determination, administration, calculation, or payment of any Claim Form or nonperfonnance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement Fund, or any losses incurred in connection therewith. St. The Plan of Allocation set forth herein is the plan that is being proposed by Lead Plaintiffs and Lead Counsel to the Court for approval. The Court may approve this plan as proposed or it may modify the Nan of Allocation without further notice to the Class. Any orders regarding a modification of the Plan of Allocation will he posted to the settlement website. WHAT RIGHTS AM I OWING UP BY REMAINING IN TIlE CLASS' 82. If you remain in the Class, you will be bound by any orders issued by the Court, If the Settlement is approved, the Court will enter a judgment (the "Final Judgment"). The Final Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, each of the Plaintiffs and all other Class Members, and each of their respective present or past The "Total Purchase Amount' is the total the amount the Claimant paid (excluding commissions and other charges) for all Fronox Securities purchased or acquired during the Class Period. 'r "Sales proceeds" is the total amount received for sates of Tronox Securities sold during the Class Period. The Claims Administrator shall ascribe a value of $0.03 per share of Tronox Class A and Class B common stock, and $16000 per $1,000 par value Tronox Bond purchased or acquired from November 21, 2005 through and including January 12, 2009 and still held as of the close of business on January (the "Holding Value"). It'

33 Case 1 :09cv SAS Document 188 Filed 08/10/12 Page 33 of 54 Case 1:09-cv SAS Document Filed 08103/12 Page 19 of 25 heirs, executors, estates, administrators, predecessors, successors, assigns, parents, subsidiaries, partners, directors, investors and agents in their capacity as such shall he deemed by operation law to have fully, finally, and forever released, waived, discharged, and dismissed each and every Settled Claim (as defined in paragraph 83 below) against each and all of the Released Parties (as defined in paragraph 84 below), whether or not the Plaintiffs or Class Members execute and deliver a Claim Form to the Claims Administrator. 83. "Settled Claims" means any and all claims, causes of action and rights of every nature and description, including Unknown Claims (as defined below), whether direct, derivative, individual, or representative, or in any other capacity, arising under federal, state, local or foreign statutory or common law or any other law, rule or regulation, to the fullest extent that the law permits their release in this Action, that Plaintiffs or any other member of the Class (a) asserted in the Complaint, the First Amended Complaint, or any other pleadings or briefs filed by Lead Plaintiffs in this Action, or (b) could have asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint or the First Amended Complaint (including without limitation all claims arising out of or relating to any disclosures, public flhngs, registration statements, or other statements by Tronox or any of the Defendants referred to or set forth in the Complaint, the First Amended Complaint, or any other pleadings or briefs tiled by Lead Plaintiffs in this Action), or any other pleadings or briefs filed by Lead PlaintilTs in this Action and that arise out of or are in any way related to the purchase, ownership or sale of Tronox Securities during the Class Period. Notwithstanding the foregoing, "Settled Claims" do not include, release, bar, waive, impair, prejudice, or otherwise impact (i) the rights of Lead Plaintiffs and the Class under the Stipulation and Agreed Order dated November 16, 2010 between Lead Plaintiffs and the Debtors in the Bankruptcy Case; (ii) any claim or right to recovery of any Plaintiff or any other Class Member individually in the Bankruptcy Case based upon his, her or its status as a holder or beneficial owner of a Tronox, Inc. debt or equity security with respect to their rights to participate in the distribution of funds in the Bankruptcy Case; for the sake of clarity, nothing in this clause is intended to create a cause of action or claim, either directly or indirectly, against any Defendant in the Bankruptcy Case; (iii) Plaintiffs' and each other Class Member's right to participate in the distribution of any funds recovered from any of the Defendants by any governmental or regulatory agency; for the sake of clarity, nothing in this clause is intended to create a cause of action or claim, either directly or indirectly, against any Defendant and Plaintiffs are enjoined from seeking to have any government or regulatory agency institute or pursue claims against the Released Parties for Settled Claims; or (iv) claims relating to enforcement of the terms of this Stipulation or the Settlement. 84. "Released Panics" means each and all of the Defendants and their Related Parties, he,, each and all of the Defendants' (i) past andior present directors, officers, employees, partners, principals, controlling shareholders, predecessors, successors, assigns, parents, subsidiaries, divisions, and affiliates, and the respective members of their Immediate Families, their respective heirs, executors, estates, administrators, and agents, each in their capacity as such; (ii) their insurers, co-insurers, reinsurers, attorneys, accountants or auditors, personal or legal representatives, each in their capacity as such; and (iii) as to the Individual Defendants, the respective members of their Immediate Families, their respective heirs, executors, estates, administrators, and agents, each in their capacity as such, 85. "Unknown Claims" means any Settled Claim which any Plaintiff or any other Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Claims Against Plaintiffs which any Defendant or any other Released Party does not know or suspect to exist in his, her or its favor at the time of the release of such claims, which if known by him, her or it might have affected his, her or its decision(s) with respect to this Settlement. With respect to any and all Settled Claims and Released Claims Against Plaintiffs, the Panics stipulate and agree that, upon the Effective Date, Plaintiffs and the Defendants shall expressly waive, and each other Class Member and each other Released I'll

34 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 34 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 20 of 25 Party shall be deemed to have waived, and by operation of the Final Judgment shall have expressly waived the provisions, rights and benefits conferred by California Civil Code 1542 or any Law of any state or territory of the United States, or principle of common law, or foreign law, which is similar, comparable, or equivalent to California Civil Code 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Plaintiffs and the Defendants, and each other Class Member and each other Released Party may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Settled Claims and Released Claims Against Plaintiffs, but Plaintiffs and the Defendants, and each other Class Member and each other Released Party, upon the Effective Date, shall be deemed to have, and by operation of the Final Judgment shall have, hilly, finally, and forever settled and released any and all Settled Claims and Released Claims Against Plaintiffs, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiffs and Defendants acknowledge, and each other Class Member and each other Released Party by operation of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Settled Claims and Released Claims Against Plaintiffs was separately bargained for and was a key element of the Settlement of which this release is a part. 86. The Final Judgment also will provide that, upon the Effective Date of the Settlement, each of the Defendants and each of the other Released Parties, and each of their respective present or past heirs, executors, estates, administrators, predecessors, successors, assigns, parents, subsidiaries, partners, principals, directors, investors, investment advisors and agents in their capacity as such shall be deemed by operation of law to have hilly, finally, and forever released, waived, discharged and dismissed all claims, causes of action and rights of every nature and description, including Unknown Claims, whether direct, derivative, individual-, representative, or in any other capacity, arising under federal, state, local or foreign statutory or common law or any other law, rule or regulation, to the fullest extent that the law permits their release in this Action, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against the Defendants or the allegations, transactions, facts, matters or occurrences underlying such claims, except for claims relating to the enforcement of the terms of the Stipulation or the Settlement against (i) all Plaintiffs and their respective attorneys, (ii) any other Class Member, and (iii) each of the foregoing individuals' and/or entities' respective present or past heirs, executors, estates, administrators, predecessors, successors, assigns, parents, subsidiaries, partners, principals, directors, investors, investment advisors and agents in their capacity as such, Nothing herein shall release, bar, waive, impair, prejudice or otherwise impact the rights of Anadarko to assert additional claims or defenses against Tronox, Inc. in the AP. 87. If only the settlement with Company Defendants is approved or becomes effective, then the release of Settled Claims described above will only be given with respect to the Company Defendants and their Related Parties, and E&Y and its Related Parties will not be released. If only the settlement with E&Y is approved or becomes effective, then the release of Settled Claims described above will only he given with respect to E&Y and its Related Parties and the Company Defendants and their Related Parties will not be released. Similarly, the release of claims against Plaintiffs and other Class Members described in 186 will he given only by the defendants whose settlement becomes effective and their Related Parties. 19

35 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 35 of 54 Case 1:09-cv-06220SAS Document Filed 08/03112 Page 21 of 25 WHAT PAYMENT ARETHE ATTORNEYS FOR THE CLASS SEEKING? HOW WILL THE LAWYERS BE PAID? 88, Plaintiffs' Counsel have not received any payment for their services in pursuing claims against the Defendants on behalf of the Class, nor have Plaintiffs' Counsel been reimbursed for their out-of-pocket expenses. Before final approval of the Settlement. Lead Counsel will apply to the Court for an award of attorneys' fees from the Settlement Fund in an amount not to exceed 25% ot'the Settlement Fund. At the same time, Lead Counsel also intends to apply for the reimbursement of Litigation Expenses not to exceed $1, , which may include an application for reimbursement of the reasonable costs and expenses incurred by Plaintiffs directly related to their representation of the Class. The Court will determine the amount of any award of attorneys' fees or reimbursement of Litigation Expenses. Should only one of the settlements become effective (i.e., the settlement with the Company Defendants or the settlement with E&Y), attorneys' fees will be paid only on the portion of the Settlement Amount paid with respect to the effective settlement, and only the proportion of the total Litigation Expenses approved by the Court that is equal to the amount of the settlement that becomes effective divided by the total Settlement Amount will be paid, such payment to come from the amount paid by the Defendants whose settlement becomes effective. HOW DOI PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DC)' 89. To he eligible for a payment from the proceeds of the Settlement, you must he a member of the Class and you must timely complete and return the Claim Form with adequate supporting documentation postmarked no later than, A Claim Form is included with this Notice, or you may obtain one from the website maintained by the Claims Administrator for the Settlement, www,gilardi,co'tronox, or you may request that a Claim Form he mailed to you by calling the Claims Administrator toll free at If you request exclusion from the Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund. Please retain all records of your ownership of and transactions in Tronox Common Stock and Tronox Bonds, as they may be needed to document your Claim. 90. As a Class Member, you are represented by Lead Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must tile a notice of appearance on your behalf and must serve copies of his or her notice of appearance on the attorneys listed in the section entitled, "When and Where Will the Court Decide Whether to Approve the Settlement?," below. 9!. If you are a Class Member and do not wish to remain a Class Member, you may exclude yourself from the Class by following the instructions in the section entitled, "What If I Do Not Want To Participate in the Settlement? How Do I Exclude Myself??' below. 92. If you are a Class Member and you wish to object to the Settlement, the proposed Plan of Allocation, or Lead Counsel's application for attorneys' fees and reimbursement of Litigation Expenses, and if you do not exclude yourself from the Class, you may present your objections by following the instructions in the section entitled. "When and Where Will the Court Decide Whether to Approve the Settlement?," below. WHAT IF I DO NOT WANT TO HE PARTICIPATE IN THE SETTLEMENT? BOW DO 1 EXCLUDE MYSELP. 93. Each Class Member will he bound by all determinations and judgments in this lawsuit, including those concerning the Settlement, whether favorable or unfavorable, unless such person or entity mails or 20

36 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 36 of 54 Case 1:09cv SAS Document Filed Page 22 of 25 delivers a written Request for Exclusion from the Class, addressed to In re Tronox, Inc., Securities Litigation - FXCLUSIONS, - c/u Ciilardi & Co. LLC, P.O. Box $040. San Rafael, CA , The exclusion request must he received no later than, 2011 You will not be able to exclude yourself from the Class after that date, Each Request for Exclusion must (a) slate the name, address and telephone number of the person or entity requesting exclusion; (14 state that such person or entity "requests exclusion from the Class in In it Troncx, Inc., Securities Litigation, File No. 09-CV SAS"; (c) state the number of shares of Tronox Class A and Class B common stock and the number of $1.090 par value Tronox Bonds that the person or entity requesting exclusion purchased/acquired and/or sold during the Class Period, as well as the dates and prices of each such purchase/acquisition and sale, or include brokerage statements that reflect the number of shares of Tronox Class A and Class B common stock and the number of S 1,000 par value Tronox Bonds that the person or entity requesting exclusion purchased/acquired and/or sold during the Class Period and the dates and prices of each such purchase/acquisition and sale; and (d) be signed by the person or entity requesting exclusion or an authorized representative. A Request for Exclusion shall not be effective unless it provides all the information called for in this paragraph and is received within the time stated above, or is otherwise accepted by the Court. 94, If you do not want to be part of the Class, you must follow these instructions for exclusion even if you have pending, or later tile, another lawsuit, arbitration, or other proceeding relating to any Settled Claim against any of the Released Parties. 95, If you ask to be excluded from the Class, you will not be eligible to receive any payment out of the Net Settlement Fund or any other benefit provided for in the Stipulation. 96. Defendants have the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Class in an amount that exceeds an amount agreed to by Lead Plaintiffs and Defendants. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE, SETTLEMENT? DO! HA VETO COME TO THE HEARING? MAY I SPEAK AT THE HEARING IF I DON'T LIKE E SETFLEMENT? 97. Class Members do not need to attend the Settlement Hearing, The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the hearing. You can participate in the Settlement without attending the Settlement Hearing. VS. The Settlement Hearing will be held on, 2012 at - m. before the Honorable Slura A. Scheindlin, in Courtroom ISC of the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York, The Court reserves the right to approve the Settlement and/or the Plan of Allocation at or after the Settlement Hearing without further notice to the members of the Class. 99. Any Class Member who does not request exclusion may object to the proposed settlement with the Company Defendants and/or E&Y, the proposed Plan of Allocation, or Lead Counsel's motion for an award of attorneys' fees and reimbursement of Litigation Expenses. Objections must he in writing, You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk's Office at the United States District Court for the Southern District of New York at the adcic set forth below on or before, You must also serve the papers on Lead Counsel for the Class and Defendants' Counsel at the addresses set forth below so that the papers are received on or before

37 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 37 of 54 Case 1:09-cv SAS Document Fled 08/03/12 Page 23 of 25 Clerk's Office: United States District Court For The Southern District Of New York Clerk of the Court Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, New York, Lead Counsel for the Class: Gold Bennett Cera & Sidener LLP Solomon B. Cera. Esq, Thomas C. Bright, Esq. 595 Market Street San Francisco, CA Defendants' Counsel: Weil. Gotshal & Manges LLP Dechert LLP Jonathan B. Polkes, Esq, David H. Kistenbroker, Esq. Miranda S. Schiller, Esq. Joni S. Jacobsen, Esq. Stefania D. Venezia, Esq. 115 S. LaSalle Street, Suite Fifth Avenue Chicago, IL New York, NY Sullivan and Cromwell, LLP Baker Botts LL.P, Penny Shane, Esq. Robb L. Voyles, Esq. Kristin Keranen, Esq. fimothy W. Mountz, Esq, 125 Broad Street Jessica B. Pulliam, Esq. New York, NY Ross Avenue Dallas, TX Any objection to the Settlement (a) must state the name, address and telephone number of the person or entity objecting and must be signed by the objector; (b) must contain a statement of the Class Member's objection or objections, and the specific reasons for each objection, including any legal and evidentiary support the Class Member wishes to bring to the Court's attention; and ( c) must include documents sufficient to prove the number of shares of Tronox Class A and Class B common stock and the number of $1,000 par value Tronox Bonds that the objecting Class Member purchased/acquired and sold during the Class Period, as well as the dates and prices of each such purchase/acquisition and sale. You may not object to the Settlement, the Plan of Allocation or the motion for attorneys' fees and reimbursement of expenses if you excluded yourself from the Class or if you are not a member of the Class. 10!. You may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the Settlement Hearing to present your objection unless you first tiled and served a written objection in accordance with the procedures described above, unless the Court orders otherwise If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Lead Counsel's request for an award of attorneys' fees and reimbursement of expenses, and if you tile and serve a timely written objection as described above, you must also file a notice of appearance with the Clerk's Office and serve it on Lead Counsel and Defendants' Counsel at the addresses set forth above so that it is received on or before, Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Ii earing, 103. You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will he at your own

38 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 38 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 24 of 25 expense, and that attorney must file a notice of appearance with the Court and serve it on Lead Counsel so that the notice is received on or before The Settlement Hearing may be adjourned by the Court without further written notice to the Class. If you intend to attend the Settlement Hearing, you should confirm the date and time with Lead Counsel. Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection and shalt be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel's request for an award of attorneys' fees and reimbursement of expenses. Class Members do not need to appear at the hearing or take any other action to indicate their approval. WHAT IF I BOUGHT SHARES ON SOMEONE ELSE'S BEHALF? 105. If you purchased or otherwise acquired Tronox Class A and/or Class B common stock and/or Tronox Bonds during the period from November 21, 2005 through and including January 12, 2009, for the beneficial interest of a person or entity other than yourself, you must either (a) within seven (7) calendar days of receipt of this Notice, request from the Claims Administrator sufficient copies of the Notice and Claim Form (the "Notice Packet") to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; or (b) within seven (7) calendar days of receipt of this Notice, provide a list of the names and addresses of all such beneficial owners to In re Tronoz Inc. Securities Litigation, 010 Gilardi & Co. LLC, P.O. Box 8040, San Rafael, CA If you choose the second option, the Claims Administrator will send a copy of the Notice and the Claim Form to the beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Copies of this Notice and the Claim Form may also be obtained from website maintained by the Claims Administrator, by calling the Claims Administrator toll-free at CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE QUESTIONS? 106. This Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York. New York, 10007, Additionally, copies of the Stipulation and any related orders entered by the Court will he posted on the website maintained by the Claims Administrator, All inquiries concerning this Notice or the Claim Form should be directed to: 23

39 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 39 of 54 Case 1 :09-cv SAS Document Filed 08/03/12 Page 25 of 25 In ye ironox. me., 8 em-ides Litigation C/0 Gilardi & Co. LLC P.O. Box 8040 San Rafael, CA OR Solomon B. Cern, Esq. Thomas C. Bright, Esq. GOLD BENNE11' CERA & SIDENER LLP 595 Market Street San Franci-co, CA scera(o hcs(aw,cotfl tbrighh-:2ln1aw.eom DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF COURT REGARDING 1'}IIS NOTICE. Dated: 2032 By Order of the Clerk of Court United States District Court fbr the Southern District of New York #

40 Case 1 :O9-cvO622O-SAS Document 188 Filed 08/10/12 Page 40 of 54 Case 1:09cv SAS Document Filed 08/03112 Page 1 of 12 EXHIBIT 2

41 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 41 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 2 of 12 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Exhibit 2 N RE TRONOX, INC. SECURITIES LITIGATION ) Civil Action No. 09-CV SAS S ) THIS DOCUMENT RELATES TO ALL CLASS ACTIONS PROOF OF CLAIM AND RELEASE GENERAL INSTRUCTIONS 1. To recover as a member of the Class based on your claims in the action entitled In s-c Tronox SecurieiesL itiga: ion, Master File No. 09-CV SAS (the "Action"), you must complete and, on page - hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a timely and properly addressed (as set forth in paragraph below) Proof of Claim, your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the proposed Settlement of the Action. 2. Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of settlement in the Action. 1 YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM POSTMARKED ON OR BEFORE.2012, ADDRESSED AS FOLLOWS: In re Tronox Securities Litigation Claims Administrator do Gilardi & Co. LLC P.O. Box 8040 San Rafael, CA If you are NOT a Class Member, as defined in the Notice of Pendency of Class Action and Proposed Settlement, Settlement Fairness Hearing, and Motion for Attorneys' Fees and Reimbursement of Litigation Expenses ("Notice"), DO NOT submit a Proof of Claim. 4. If you are a Class Member and you do not request exclusion from the Class, you are bound by the terms of any judgment entered in the Action, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM. 5. It is important that you completely read and understand the Notice that accompanies this Proof of Claim, and the Plan of Allocation set out in the Notice. The Notice and the Plan of Allocation describe the proposed Settlement; how the Class Members are affected by the Settlement, and the manner in which the Net Settlement Fund will be distributed, if the Court approves the Settlement and the Plan of Allocation. The Notice also contains the

42 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 42 of 54 Case 1:09-cv SAS Document Filed Page 3 of 12 definitions of many of the defined terms (which are indicated by initial capital letters) used in this Proof of Claim. By signing and submitting this Proof of Claim, you will be certifying that you have read the Notice, including the terms of the releases described therein and provided for herein. CLAIMANT IDENTIFICATION 6. if you purchased or acquired Tronox Class A and/or Class B ("Tronox Common Stock") and/or Tronox's 9 1/2 percent senior note due 2012 ("Tronox Bond") and held the certificate(s) in your name, you are the beneficial owner as well as the record holder. If, however, the certificate(s) were registered in the name of a third party, such as a brokerage firm or other nominee, you are the beneficial owner and the third party is the record holder. 7. Use Part I of this form entitled "Claimant Identification" to identify the beneficial owner(s) of the Tronox Common Stock or Tronox Bonds that form the basis of this claim, as well as the record holder ("nominee"), if different. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S), OR A PERSON AUTHORIZED TO ACT ON BEHALF OF SUCH OWNER(S), OF SUCH TRONOX COMMON STOCK OR TR.ONOX BONDS UPON WHICH THIS CLAIM IS BASED, S. All joint owners (or a person authorized to act on the owner's behalf) must sign this claim. Executors, administrators, guardians, conservators, trustees, or others authorized to act on behalf of a beneficial owner, must complete and sign this claim on behalf of persons or entities represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim. CLAIM FORM 9. Use Part II of this form entitled "Schedule of Transactions in Tronox Securities" to supply all required details of your transaction(s) in Tronox Common Stock and Tronox Bonds, If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. 10. On the schedules, provide all of the requested information with respect to all of your holdings, purchases and acquisitions, and all of your sales of Tronox Class A and Class B Common Stock and Tronox Bonds for the periods specified, whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. II. List each transaction separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction you list. 12. The date of covering a "short sale" is deemed to be the date of purchase of Tronox Securities. The date of a "short sale" is deemed to be the date of the sale of Tronox Securities. 13. You are required to submit genuine and sufficient documentation for all your transaction(s) in and holdings of Tronox Common Stock and Tronox Bonds as set forth in the Schedule of Transactions in Part II. Documentation may consist of copies of broker

43 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 43 of 5 Case 1:09-cv SAS Document Filed 08/03/12 Page 4 of 12 confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or such other documentation as is deemed adequate by Lead Counsel or the Claims Administrator, The Parties and the Claims Administrator do not independently have information about your investments in Tronox Securities. If such documents are not in your possession, please obtain copies or equivalent contemporaneous documents from your broker. Failure to supply this documentation could delay verification of your claim or could result in rejection of your claim. Do not send original documents. Please do not highlight any portion of the Claim Form or any supporting documents and please keep a copy of all documents that you send to the Claims Administrator. 14. The above requests are designed to provide the minimum amount of information necessary to process the most simple claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your claim. In some cases where the Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the Class with the information provided, the Claims Administrator may condition acceptance of the claim upon the production of additional information and/or the hiring of an accounting expert at the claimant's cost. 15. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Proof of Claim form whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at or visit their website at to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgment of receipt and acceptance of electronically submitted data,

44 U Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 44 of 54 Case 1:09-cv SAS Document Filed 08103/12 Page 5 of 12 Li Official Office Use Only UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In cc Trcnox Inc,Securities litigation Civil Action No. 09-CV SAS PROOF OF CLAIM AND RELEASE Please Tvoe or Print in the Boxes Below Do NOT use Red Ink, Pencil, or Staples Must Be Postmarked No Later Than t 2012 iij.]a Last Name M. First Name I LIILI I I I I I I [H I I I Last Name (Co-Beneficial Owner) First Name (Co-Beneficial Owner) I [Hi I I I I I I I CT) IRA 0 Joint Tenancy 0 Employee 0 individual 0 Other Company Name (Beneficial Owner - If Claimant is not an Individual) or Custodian Name if an IRA (specefy) I I I I I I i I I I I I I H I I I i I I I I I I Trustee/Asset Manaqer/Noniinee/Record Owners Name (if Different from Beneficial Owner Listed Above) Account#/Fund# (Not Necessary for Individual Social Security Number Taxpayer Identification Number Telephone Number (Work) Telephone Number (Home) I-[IIIII1IIIIIIIIIT[H. [IIIIIIIII[H - 1 I-I 1 Ii Address II I I I I I 1 1 I I_IH [H.I Address I 1_I _1 _I I IVtfltL1I (\J ill UI t'tvtfl I I!.JI'I Address City State ZipCode Hill_I _I_[HII_I HI_I_I Foreign Province ForeignPostalCode Foreign Country Name/Abbreviation IIIUII liii I JIII!II Ill Illliii NI II 111 S

45 [1 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 45 of 54 Case 1:09-cv SAS Document Filed 08/03112 Page 6 of 12 PART IL SCHEDULE OF TRANSACTIONS IN TRONOX SECURITIES TRONOX CLASS A COMMON STOCK Li A. Purchases or acquisitions of Troriox Class A Common Stock (November 21, 2005 January 12, 2009, inclusive): PURCHASES Total Purchase oracquisition Price (Excluding Commissions, Number of Shares Taxes and Fees) Proof of Trade Date(s) of Shares Purchased or Please round off to Purchase Anni tired the nearest whole dollar MM DD Y Y Y Y 1. _/lh/rfili 'stihlejuoi 2m_V [IULLIIUL 3. ILIi'JL I?sLLIILiIJU i oo 4.IJIII!/LliiIIIiIifiiI1IJI$[,,.jI If I II.[ool O Y ON Ov ON Ov ON 0 Ow IMPORTANT: If any purchase listed covered a "short sale, pease mark Yes: 0 Yes B, Sates of Tronox Class A Common Stock (November 21, 2005 January 12, 2009, inclusive): SALES Total Sales Price (Excluding Commissions, Taxes and Fees) Proof of Trade Date(s) of Shares Number of Shares Please mind off to Sale (List Chronologically) Sold the nearest whole dollar Enclosed? MM DD YYYY t[ii/ihjfliiii HiiHsi I_IiII 1 JIJooi8 ;2jI_HHJI1I11H1s 77IHLPThio0I3 3f1_il, 'ciielijrt iii $i I IooI8 4.rJ/I_i/I I I I LL spt"r1riliii joof C. Number of shares of Tronox Class A Common Stock held at the close of trading on January 12, 2009: Proof Enclosed? 0 Y Ow If you requfre edditk'ral space, attach exfta schedules In the same banal as above, Sign and print your name on each adciklonnt page. YOU MUST READ AND SIGN THE RELEASE ON PAGES. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM. a III III JIll!! IL III S

46 I Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 46 of 54 Case 1:09-cv SAS Document Filed 08103/12 Page 7 of 12 PART II, SCHEDULE OF TRANSACTIONS IN TRONOX SECURITIES TRONOX CLASS B COMMON STOCK D. Number of shares of Tronox Class B Common Stack received on March 30, 2006: - Proof Enclosed? O v O N E. Purchases or acquisitions of Tronox Class B Common Stock (March 31, 2006 January 12, 2009, inclusive):, PURCHASES Total Purchase or Acquisition Pace (Excluding Commissions, Number of Shares Taxes and Fees) Trade of Shares Purchased or Please mwid off to the nearest whole dollar YYYY i.rmm I lithtl U I I I sui LJ.JJooI 2. I/U/ L1 H LLLJa II I I I Isii II I I. I 4LTh/II_ThH_HLII L' If!flo 1 IMPORTANT: If any purchase listed covered a 'short sale', please mark Yes: 0 Yes Proof of Purchase ON 0 ON Ov ON OY ON F, Sales of Tronox Class B Common Stock (March 31, 2006 January 12, 200, inclusive): SALES Total Sales Price (Excluding Commissions, Taxes and Fees) Proof of Trade Date(s) of Shares Number of Shares Please round off to Sale (List Chronologically) Sold the nearest whole dollar Enclosed? MM DO YYYY i.rtiprl/i HI_HI HHH III.tII/JI/I 4.fl]/[ I $ r OY,001 1 oy G. Number of shares of tranox Class B Common Stock held at the close of trading on January 12, 2009: Proof Enclosed? Ov I I ON if you require additional space, attach exln schedules in the same fcrmat as above, Sign and print your name On each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE 8. FAiLURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM. a IIllII II II ih( 1ltl U 1ItlI I! lull DUll ti III Ill L

47 E Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 47 of 54 Case 1:09-cv SAS Document Filed 08/03/12 Page 8 of 12 PART H. SCHEDULE OF TRANSACTIONS IN TRONOX SECURITIES (CONTINUED) TRONOX 9112% SENIOR NOTES DUE 2012 fttt$1r*xtti*pltt1 H. Purchases or acquisitions of Tronox Bonds (November 21, January 12, 2009, inclusive): I PURCHASES Trade Date(s) of Bonds MM DC) YYYY ii Li/I I I/[ILJTII1 I I I LLEE Total Purchase oracquislion Price (Excluding Commissions, Number of Bonds Taxes and Fees) Proof of Purchased or Please round off to Purchase Acquired the nearest whole dollar Enclosed, Pill] sllfhuhttl.iool F 2rT'jm/rIILIisIHiHjooI 3 LII'/rLFIIHlns IIIHHIJooI 1/ /I I I flu _ if 0 ON Qy ON Cv ON Ov ON I, Sales of Tronox Bonds (November 21, 2005 Januay 12, 2009, inclusive): RJEW Total Sales Price (Excluding Commissions, Taxes and Fees) Proof of Trade Date(s) of Bonds Number of Bonds Please round off to Sale the neatest whole dollar Enclosed? MM DO VYVY i_i_i/i_lj/illhiiiiiieiiij[,,,,,j{i III Js II III [I.IoI OY 2 J1/LIj/JrL I II Ill IsLI I I LLflTh.IooI8 YN 3-rn/In/Il_HuH_IHHlsIHHHiHJooI8 YN 4JH_I llifth7[iijsi II I'l1iJooION J. Number of Tronox Bonds held at the close of trading on January 12, 2009: I_I_I_Li I n ov Proof Enclosed? ON ((you requura addifional space, atlach extra schedules in the same format as stave, Sign and pmt your name on each adddiwial page. YOU MUST READ AND SIGN THE RELEASE ON PAGES, FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM, S I III II U MIt 1111 II LU I 11 II ftii I lit III 6 5

48 Case 1 :09-cv06220-SAS Document 188 Filed 08/10/12 Page 48 of 54 Case 1:09-cv SAS Document Filed 08/ Page 9 of 12 HI. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I (We) submit this Proof of Claim under the terms of the Stipulation and Agreement of Settlement, dated August 3, 2012 ("Stipulation"), described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Southern District of New York, with respect to my (our) claim as a Class Member (as defined in the Notice) and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that maybe entered in the Action. I (We) agree to furnish additional information to Lead Counsel to support this claim if required to do so. I (We) have not submitted any other claim covering the same purchases or acquisitions of Tronox Common Stock andior Tronox Bonds during the Class Period and know of no other person or entity having done so on my (our) behalf, IV. RELEASE 1. 1 (We) hereby acknowledge full and complete satisfaction of, and do hereby fuily, finally, and forever settle, release, relinquish, and discharge, all of the Settled Claims against each and all of the Defendants and their respective "Related Parties". 2. "Settled Claims" means any and all claims, causes of action and rights of every nature and description, including Unknown Claims (as defined below), whether direct, derivative, individual, or representative, or in any other capacity, arising under federal, state, local or foreign statutory or common law or any other law, rule or regulation, to the fullest extent that the law permits their release in this Action, that Plaintiffs or any other member of the Class (a) asserted in the Complaint, the First Amended Complaint, or any other pleadings or briefs filed by Lead Plaintiffs in this Action, or (b) could have asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint or the First Amended Complaint (including without limitation all claims arising out of or relating to any disclosures, public filings, registration statements, or other statements by Tronox or any of the Settling Defendants referred to or set forth in the Complaint, the First Amended Complaint, or any other pleadings or briefs filed by Lead Plaintiffs in this Action), or any other pleadings or briefs filed by Lead Plaintiffs in this Action and that arise out of or are in any way related to the purchase, ownership or sale of Tronox Securities during the Class Period. Notwithstanding the foregoing, "Settled Claims" do not include, release, bar, waive, impair, prejudice, or otherwise impact (1) the rights of Lead Plaintiffs and the Class under the Stipulation and Agreed Order dated November 16, 2010 between Lead Plaintiffs and the Debtors in the Bankruptcy Case; (ii) any claim or right to recovery of any Plaintiff or any other Class Member individually in the Bankruptcy Case based upon his, her or its status as a holder or beneficial owner of a Tronox, Inc. debt or equity security with respect to their rights to participate in the distribution of funds in the Bankruptcy Case; for the sake of clarity, nothing in this clause is intended to create a cause of action or claim, either directly or indirectly, against any Defendant in the Bankruptcy Case; (iii) Plaintiffs' and each other Class Member's right to participate in the distribution of any funds recovered from any of the Defendants by any governmental or regulatory agency; for the sake of clarity, nothing in this clause is intended to create a cause of action or claim, either directly or indirectly, against any Defendant and Plaintiffs are enjoined from seeking to have any government or regulatory agency institute or pursue claims against the Released Parties for Settled Claims; or (iv) claims relating to enforcement of the terms of this Stipulation or the Settlement.

49 Case 1 :09-cv SAS Document 188 Filed 08/10/12 Page 49 of 54 Case 1:09-cv SAS Document Filed 08/03112 Page 10 of "Defendants" means (1) Thomas Adams, CEO and Director of Tronox during part of the Class Period, Mary MikkeLson, Senior Vice President and Chief Financial Officer of Tronox during the Class Period, and Marty Rowland, COO and Director of Tronox during part of the Class Period (the "Tronox Individual Defendants"); (2) Kerr-McGee Corporation ("Kerr- McGee"), Tronox's parent company prior to the IPO; (3) Anadarko Petroleum Corporation ("Anadarko"), the company that purchased Kerr-McGee following the IPO; (4) S. Michael Rauh, Director of Tronox during part of the Class Period, Robert Wohieber, Chairman of the Board of Tronox for part of the Class Period, Luke Corbett, Chairman and CEO of Kerr-McGee during the Class Period and Gregory Pilcher, Senior Vice President, Secretary, and General Counsel for Kerr-McGee (the "Kerr-McGee Individual Defendants" and collectively with the Tronox Individual Defendants, Kerr-McGee and Anadarko, the "Company Defendants"); and (5) Ernst & Young LLP ('E&Y"), Tronox's auditor. 4, "Related Parties" means each and all of the Defendants' (i) past and/or present directors, officers, employees, partners, principals, controlling shareholders, predecessors, successors, assigns, parents, subsidiaries, divisions, and affiliates, and the respective members of their Immediate Families, their respective heirs, executors, estates, administrators, and agents, each in their capacity as such; (ii) their insurers, co-insurers, reinsurers, attorneys, accountants or auditors, personal or legal representatives, each in their capacity as such; and (iii) as to the Individual Defendants, the respective members of their Immediate Families, their respective heirs, executors, estates, administrators, and agents, each in their capacity as such. 5. "Unknown Claims" means any Settled Claim which any Plaintiff or any other Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Claims Against Plaintiffs which any Defendant or any other Released Party does not know or suspect to exist in his, her or its favor at the time of the release of such claims, which if known by him, her or it might have affected his, her or its decision(s) with respect to this Settlement. With respect to any and all Settled Claims and Released Claims Against Plaintiffs, the Parties stipulate and agree that, upon the Effeetive Date, Plaintiffs and the Defendants shall expressly waive, and each other Class Member and each other Released Party shall be deemed to have waived, and by operation of the Final Judgment shall have expressly waived the provisions, rights and benefits conferred by California Civil Code 1542 or any law of any state or territory of the United States, or principle of common law, or foreign law, which is similar, comparable, or equivalent to California Civil Code 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Plaintiffs and the Defendants, and each other Class Member and each other Released Party may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Settled Claims and Released Claims Against Plaintiffs, but Plaintiffs and the Defendants, and each other Class Member and each other Released Party, upon the Effective Date, shall be deemed to have, and by operation of the Final Judgment shall have, fully, finally, and forever settled and released any and all Settled Claims and Released Claims Against Plaintiffs, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the