S-4

As filed with the Securities and Exchange Commission on June 13, 2013

No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRONOX FINANCE LLC

Additional Registrants Listed on Schedule A Hereto

(Exact name of registrant as specified in its charter)

Delaware	2810	46-0699347
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

One Stamford Plaza
263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
(203) 705-3800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael J. Foster

General Counsel

Tronox Limited

One Stamford Plaza

263 Tresser Boulevard, Suite 1106

Stamford, Connecticut 06901

(203) 705-3800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Christian O. Nagler

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

Approximate date of commencement of proposed sale to the public:

The exchange will occur as soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer):  ¨

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer):  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Amount of Registration Fee
6.375% Senior Notes due 2020	$900,000,000	$100%	$122,760(1)
Guarantees on 6.375% Senior Notes due 2020(2)	—	—	—  (3)

(1) Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended.

(2) The notes will be issued by Tronox Finance LLC (the “Issuer”) and initially guaranteed by the Issuer’s parent company, Tronox Limited (the “Parent”), and certain of the subsidiaries of the Parent that guarantee the obligations under its credit facilities on the date the notes were issued.

(3) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Schedule A

Exact Name of Additional             Registrants	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Tronox Incorporated	Delaware	Tronox Technical Center 331 N.W. 150th Street P.O. Box 268859 Oklahoma City, OK 73134	2810	20-2868245
Tronox LLC	Delaware	Tronox Technical Center 331 N.W. 150th Street P.O. Box 268859 Oklahoma City, OK 73134	2810	41-2070700
Tronox US Holdings Inc.	Delaware	One Stamford Plaza 263 Tresser Boulevard, Suite 1100 Stamford, Connecticut 06901	2810	45-4154060
Tronox Australia Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	68-0682438
Tronox Australia Pigments Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	72-1621945
Tronox Global Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034351
Tronox Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1026700
Tronox Pigments Australia Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034342
Tronox Pigments Australia Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	N/A
Tronox Pigments Western Australia Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034346

Exact Name of Additional             Registrants	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Tronox Pigments LLC	Delaware	Tronox Technical Center 331 N.W. 150th Street P.O. Box 268859 Oklahoma City, OK 73134	2810	46-1388039
Tronox Sands Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034353
Tronox Western Australia Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065700
Tronox Worldwide Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1095681
Tronox Holdings (Australia) Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065537
Tronox Investments (Australia) Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065545
Tronox Australia Sands Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065692
Ticor Resources Pty Ltd	Western, Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065723
Ticor Finance (A.C.T.) Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065754
TiO2 Corporation Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065736

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Exact Name of Additional             Registrants	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Yalgoo Minerals Pty. Ltd.	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065554
Tific Pty. Ltd.	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065748
Synthetic Rutile Holdings Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065744
Senbar Holdings Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065698
Pigment Holdings Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065556
Tronox Mineral Sales Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	N/A
Tronox Management Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	N/A
Tronox International Finance LLP	United Kingdom	7 Abermarle Street London, W1S 4HQ United Kingdom	2810	98-1065448
Tronox Pigments Ltd.	Bahama Islands	Tronox Technical Center 3301 N.W. 150th Street Oklahoma City, OK 73134	2810	47-0934867
Tronox Holdings Europe C.V.	The Netherlands	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-0565177
Tronox Holdings Coöperatief U.A.	The Netherlands	World Trade Centre Amsterdam, Tower B, 17th Floor Strawinskylaan 1725 P.O. Box 7241 1007, JE Amsterdam	2810	98-1052521

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 13, 2013

PRELIMINARY PROSPECTUS

Tronox Finance LLC

Exchange Offer for

$900 million 6.375% Senior Notes due 2020

(CUSIP: 897050AA8 & U8968XAA5)

We are offering to exchange:

up to $900 million of our new 6.375% Senior Notes due 2020

(which we refer to as the “Exchange Notes”)

for

a like amount of our outstanding 6.375% Senior Notes due 2020

(which we refer to as the “Old Notes”).

We refer to the Exchange Notes and Old Notes collectively as the “notes.”

Material Terms of Exchange Offer:

• The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to the Old Notes, except that the transfer restrictions and registration rights relating to the Old Notes will not apply to the Exchange Notes.

• The Exchange Notes will be guaranteed by Tronox Limited, the Issuer’s parent company (the “Parent”), and certain of the subsidiaries of the Parent that guarantee the obligations under our credit facilities on the date the notes are issued.

• There is no existing public market for the Exchange Notes. We do not intend to list the Exchange Notes on any securities exchange or seek approval for quotation through any automated trading system.

• You may withdraw your tender of notes at any time before the expiration of the exchange offer. We will exchange all of the Old Notes that are validly tendered and not withdrawn.

• The exchange offer expires at 11:59 p.m., New York City time, on                     , 2013, unless extended.

• The exchange of Old Notes for the Exchange Notes should not be a taxable exchange for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations.”

• The exchange offer is subject to certain customary conditions, including that it not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission (the “SEC”).

• We will not receive any proceeds from the exchange offer.

For a discussion of certain factors that you should consider before participating in this exchange offer, see “Risk Factors” beginning on page 22 of this prospectus.

Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. A broker dealer who acquired Old Notes as a result of market making or other trading activities may use this exchange offer prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes.

                    , 2013

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
MARKET AND INDUSTRY DATA	ii
SUMMARY	1
SUMMARY OF EXCHANGE OFFER	11
CONSEQUENCES OF NOT EXCHANGING OLD NOTES	13
SUMMARY OF TERMS OF EXCHANGE NOTES	14
RISK FACTORS	22
USE OF PROCEEDS	47
RATIO OF EARNINGS TO FIXED CHARGES	48
CAPITALIZATION	49
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	54
THE BUSINESS	79
MANAGEMENT	109
EXECUTIVE COMPENSATION	115
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	140
CERTAIN RELATIONSHIPS AND RELATED TRANSACTION	142
DESCRIPTION OF OTHER INDEBTEDNESS	143
DESCRIPTION OF NOTES	145
EXCHANGE OFFER	208
BOOK ENTRY, DELIVERY AND FORM	218
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	220
PLAN OF DISTRIBUTION	221
LEGAL MATTERS	223
EXPERTS	223
WHERE YOU CAN FIND ADDITIONAL INFORMATION	223
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

In this prospectus, references to “R,” “Rand” or “South African Rand” are to the legal currency of the Republic of South Africa. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In this prospectus, “we,” “us,” and “our” and the “Company” refer to Tronox Limited (as defined below) and, where appropriate, its subsidiaries, when discussing the business following completion of the Transaction (as defined below), and to Tronox Incorporated (as defined below) and, where appropriate, its subsidiaries, when discussing the business prior to completion of the Transaction unless expressly indicated or the context otherwise requires.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements regarding management’s expectations, beliefs, strategies, goals, outlook and other non-historical matters. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project,” “likely,” “can have” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties outlined in “Risk Factors.”

These risks and uncertainties are not exhaustive. Other sections of this prospectus may include additional factors, which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations and we do not intend to do so.

We are committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, we use our websites to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial and statistical and business-related information. Investors can link to the Tronox Limited website through http://www.tronox.com. Our websites and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus.

MARKET AND INDUSTRY DATA

This prospectus includes market share, market position and industry data and forecasts. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. We participate in various trade associations, such as the Titanium Dioxide Manufacturers Association (“TDMA”), and subscribes to various industry research publications, such as those produced by TZ Minerals International Pty Ltd (“TZMI”). While we have taken reasonable actions to ensure that the information is extracted accurately and in its proper context, we have not independently verified the accuracy of any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein. Unless otherwise indicated, statements as to Tronox Limited (as defined below) and Tronox Incorporated (as defined below) combined market share and market position are based on TZMI 2012 Annual Reports, which are based on year-end 2011 reported figures. We also rely on certain information provided by TDMA in determining some of the management estimates referred to in this prospectus.

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SUMMARY

This summary highlights selected information contained in this prospectus and does not contain all the information that may be important to you. We urge you to read carefully this prospectus in its entirety. For additional information see the section entitled “Where You Can Find Additional Information.”

Unless otherwise indicated or required by context, as used in this prospectus, references to “we,” “us,” and “our” refer to Tronox Limited (as defined below), when discussing the business following completion of the Transaction (as defined below), and to Tronox Incorporated (as defined below), when discussing the business prior to completion of the Transaction.

Our Company

Overview

Tronox Limited, a public limited company registered under the laws of the State of Western Australia, Australia, and its subsidiaries (collectively referred to as “Tronox” or “the Company”) is a global leader in the production and marketing of titanium- bearing mineral sands and titanium dioxide pigment (“TiO₂”). Our world-class, high performance TiO₂ products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. Our mineral sands business consists primarily of two product streams—titanium feedstock and zircon. Titanium feedstock is used primarily to manufacture TiO₂. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV glass and a range of other industrial and chemical products. We have global operations in North America, Europe, South Africa and Australia.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (see below). Prior to the completion of the Transaction, the Company was wholly-owned by Tronox Incorporated, and had no operating assets or operations. Tronox Incorporated, a Delaware corporation (“Tronox Incorporated”), was formed on May 17, 2005, in preparation for the contribution and transfer by Kerr-McGee Corporation of certain entities, including those comprising substantially all of its chemical business into a separate operating company.

For the three months ended March 31, 2013, we had net sales of $470 million, adjusted EBITDA of $73 million and a net loss attributable to Tronox Limited of $57 million. As of March 31, 2013, we had approximately $2,411 million of total indebtedness outstanding. For the year ended December 31, 2012, we had net sales of $1,832 million, adjusted EBITDA of $503 million and net income attributable to Tronox Limited of $1,134 million. As of December 31, 2012, we had approximately $1,645 million of total indebtedness outstanding.

Acquisition of Mineral Sands Operations

Consistent with our strategy to become a fully integrated global producer of mineral sands and TiO₂ with production facilities and sales and marketing presence strategically positioned throughout the world, on June 15, 2012 (the “Transaction Date”), we combined the existing business of Tronox Incorporated with Exxaro Resources Ltd’s (“Exxaro”) mineral sands operations, which includes its Namakwa Sands and KwaZulu-Natal (“KZN”) Sands mines, separation and slag furnaces in South Africa, along with Exxaro’s 50% share of the Tiwest Joint Venture in Western Australia (together, the “mineral sands business”) (the “Transaction”).

The Transaction was completed in two principal steps. First, Tronox Incorporated became a subsidiary of Tronox Limited, with Tronox Incorporated shareholders receiving one Class A ordinary share (“Class A Share”) and $12.50 in cash (“Merger Consideration”) for each Tronox Incorporated common share. Second, Tronox Limited issued 9,950,856 Class B ordinary shares (“Class B Shares”) to Exxaro and one of its subsidiaries in

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consideration for the mineral sands business. Upon completion of the Transaction, former Tronox Incorporated shareholders held 15,413,083 Class A Shares and Exxaro held 9,950,856 Class B Shares, representing approximately 60.8% and 39.2%, respectively, of the voting power in Tronox Limited. Exxaro retained a 26% ownership interest in the South African operations that are part of the mineral sands business in order to comply with the Black Economic Empowerment (“BEE”) legislation of South Africa.

During 2012, we repurchased approximately 12.6 million Class A Shares, which was approximately 10% of our total voting securities. During October 2012, Exxaro purchased 1.4 million Class A Shares in market purchases. At March 31, 2013 and December 31, 2012, Exxaro held approximately 44.4% and 44.6%, respectively, of our voting securities.

Prior to the Transaction Date, Tronox Incorporated and Exxaro Australia Sands Pty Ltd., a subsidiary of Exxaro, operated the Tiwest Joint Venture, which included a chloride process TiO₂ plant located in Kwinana, Western Australia, a mining operation in Cooljarloo, Western Australia, and a mineral separation plant and a synthetic rutile processing facility, both in Chandala, Western Australia. As part of the Transaction, we acquired Exxaro Australia Sands Pty Ltd. and therefore Exxaro’s 50% interest in the Tiwest Joint Venture. As such, as of the Transaction Date, we own 100% of the operations formerly operated by the Tiwest Joint Venture.

Principal Business Lines

Subsequent to the Transaction, we have two reportable operating segments, Mineral Sands and Pigment. Additionally, our corporate activities include our electrolytic manufacturing and marketing operations.

Mineral Sands Operations

The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits. “Mineral sands” refers to concentrations of heavy minerals in an alluvial environment (sandy or sedimentary deposits near a sea, river or other water source). We separate these minerals from these primary sources. We process ilmenite into either slag or synthetic rutile. Other than zircon, all of these materials are sometimes referred to as titanium feedstock. Titanium feedstock is the most significant raw material used in the manufacture of TiO₂.

We acquired the mineral sands business from Exxaro on the Transaction Date. The mineral sands business operations are comprised of the KZN Sands and Namakwa Sands mines, both located in South Africa, and Cooljarloo Sands mine located in Western Australia, which have a combined production capacity of 753,000 metric tons (“tonnes”) of titanium feedstock and 265,000 tonnes of zircon. The KZN Sands operations involve the exploration, mining and beneficiation of mineral sands deposits in the KwaZulu-Natal province of South Africa, and the Namakwa Sands operations involve the exploration, mining and beneficiation of mineral sands deposits in the Western Cape province of South Africa. The Tiwest operations conduct the exploration, mining and processing of mineral sands deposits and the production of titanium dioxide pigment in Western Australia.

We are the third largest global producer of titanium feedstock and a global leader in zircon production. Titanium feedstock is the most significant raw material used in the manufacture of TiO₂. We believe annual production of titanium feedstock from our mineral sands operations will continue to exceed the raw material supply requirement for our TiO₂ operations. Zircon is primarily used for the manufacture of ceramics, a market which has grown substantially during the previous decade and is favorably positioned to long-term development trends in the emerging markets, principally China.

The table set forth under “The Businesses—Property—Mineral Reserves” summarizes Tronox Limited’s proven and probable ore reserves and estimated mineral resources as of December 31, 2012.

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Pigment Operations

We are the world’s third-largest producer and marketer of TiO₂ manufactured via chloride technology. The pigment segment primarily produces and markets TiO₂, and has production facilities at the following locations: Hamilton, Mississippi; Botlek, the Netherlands; and Kwinana, Western Australia, representing an aggregate of 465,000 tonnes of annual TiO₂ production capacity.

TiO₂ is used in a wide range of products due to its ability to impart whiteness, brightness and opacity, and is designed, marketed and sold based on specific end-use applications. TiO₂ is used extensively in the manufacture of paint and other coatings, plastics and paper and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics and pharmaceuticals. According to TZMI data, the paint and coatings sector is the largest consumer of pigment averaging approximately 58% of total pigment consumption in 2011. The plastics sector accounted for approximately 22% of TiO₂ consumption in 2011, while the remaining 20% was divided between paper, inks, fibers and other.

TiO₂ is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. TiO₂ is considered to be a quality of life product and some research indicates that consumption generally increases as disposable income increases. We believe that, at present, TiO₂ has no effective mineral substitute because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated in as cost-effective a manner.

We supply and market TiO₂ under the brand name TRONOX^® to more than 1,000 customers in approximately 90 countries, including market leaders in each of the key end-use markets for TiO₂, and have supplied each of our top ten customers with TiO₂ for more than ten years. These top ten customers represented approximately 46% of our total TiO₂ sales in 2012. The tables below summarize our 2012 TiO₂ sales volume by geography and end-use market:

2012 Sales Volume by Geography		2012 Sales Volume by End-Use Market
Americas	48%	Paints and Coatings	78%
Europe	24%	Plastics	19%
Asia-Pacific	28%	Paper and Specialty	3%

We operate three TiO₂ facilities at the following locations: Hamilton, Mississippi; Botlek, the Netherlands; and Kwinana, Australia, representing an aggregate of 465,000 tonnes of annual TiO₂ production capacity. We are one of a limited number of TiO₂ producers in the world with chloride production technology, which we believe is preferred for many of the largest end-use applications compared to TiO₂ manufactured by other TiO₂ production technologies. We hold more than 200 patents worldwide and have a highly skilled work force.

Electrolytic and Other Chemical Products Operations

Our electrolytic and other chemical products operations are primarily focused on advanced battery materials, sodium chlorate and specialty boron products. Battery material end-use applications include alkaline batteries for flashlights, electronic games, medical and industrial devices as well as lithium batteries for power tools, hybrid electric vehicles, laptops and power supplies. Sodium chlorate is used in the pulp and paper industry in pulp bleaching applications. Specialty boron product end-use applications include semiconductors, pharmaceuticals, high-performance fibers, specialty ceramics and epoxies as well as igniter formulations.

We operate two electrolytic and other chemical facilities in the United States: one in Hamilton, Mississippi producing sodium chlorate and one in Henderson, Nevada producing electrolytic manganese dioxide (“EMD”) and boron products.

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Industry Background and Outlook

Titanium Feedstock Industry Background and Outlook

Titanium feedstock is considered to be a single product, although it can be segmented based on the level of titanium contained within the feedstock, with substantial overlap between each segment. Different grades of titanium feedstock have similar characteristics, and are generally suitable substitutes for one another; therefore, TiO₂ producers generally source a variety of feedstock grades, and supply a wide variety of feedstock grades to the TiO₂ producers.

Titanium minerals (ilmenite, rutile and leucoxene), titanium slag (chloride slag and sulphate slag) and synthetic rutile are all used primarily as feedstock for the production of TiO₂ pigment. According to the latest data provided by TZMI, approximately 90% of the world’s consumption of titanium feedstock is used for the production of TiO₂ pigment.

There are a small number of large mining companies or groups that are involved in the production of titanium feedstock. We believe we are the third largest titanium feedstock producer with approximately 10% of global titanium feedstock production. Rio Tinto, through its ownership of Canadian based Fer et Titane, its share in Richards Bay Minerals (“RBM”) in South Africa and ownership of QMM Madagascar, is the largest producer of titanium feedstock in the world. Australian-based Iluka Resources Limited is the second largest manufacturer, with operations in Australia and the United States. A number of other manufacturers, such as Cristal Global (Saudi Arabia), Eramet SA (France), Kenmare Resources plc (Ireland), Kronos Worldwide Inc. (Europe), Pangang Titanium Industry Co Ltd (China), Kerala Mines and Metals Limited (India) and Ostchem Holding AG (Eastern Europe) also supply titanium feedstock to the global market.

Beyond our structurally assured, relative low cost position, our competitive advantages are our depth of experience in various mining methods and technologies, our ability and know-how to produce upgraded products by means of direct current smelting of ilmenite and the synthetic rutile process, and our capacity to market zircon and rutile for use in a broad range of end-use applications. We are furthermore in a position to supply TiO₂ feedstock, zircon and high purity pig iron from any one of several production units in different geographical locations.

Although we use agents and distribution for some sales in the Asia-Pacific region, direct relationship marketing is the primary technique that we employ for the marketing of titanium feedstocks. Multi-year contracts are negotiated with periodic pricing for the pigment industry, while the contract period for other industries tends to be less than one year (either per shipment, quarterly, half-year or one year). Pricing for titanium feedstocks is usually adjusted either on a quarterly or half-year basis. In some instances, we use traders or agents for the sale of titanium feedstocks.

The geographic market for titanium feedstock is global in scope, and TiO₂ producers regularly source and transport titanium feedstock from suppliers located around the world.

Zircon Industry Background and Outlook

Zircon is extracted, alongside ilmenite and rutile, as part of the initial mineral sands beneficiation process. Zircon is a mineral which is primarily used as an additive in ceramic glazes to add hardness, which makes the ceramic glaze more water, chemical and abrasion resistant. It is also used for the production of zirconium and zirconium chemicals, in refractories, as a molding sand in foundries, and for TV glass, where it is noted for its structural stability at high temperatures and resistance to abrasive and corrosive conditions.

Zircon typically represents a relatively low proportion of heavy mineral sands mining but has high value compared to other heavy mineral products, resulting in it contributing a significant portion to total revenue. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive

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applications in the glass, steel and cement industries. Foundry applications use zircon when casting articles of high quality and value where accurate sizing is crucial, such as aerospace, automotive, medical and other high-end applications. Historically, zircon has constituted a relatively minor part of the total value produced as a result of the mining and processing of titanium minerals. However, from early 2000, zircon has increased in value as a co-product, although it remains dependent on the mining of titanium minerals for its supply.

Pigment Industry Background and Outlook

TiO₂ is used in a wide range of products due to its ability to impart whiteness, brightness and opacity, and is designed, marketed and sold based on specific end-use applications. TiO₂ is used extensively in the manufacture of paint and other coatings, plastics and paper and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics and pharmaceuticals. According to TZMI data, the paint and coatings sector is the largest consumer of pigment averaging approximately 58% of total pigment consumption in 2011. The plastics sector accounted for approximately 22% of TiO₂ consumption in 2011, while the remaining 20% was divided between paper, inks, fibers and other.

TiO₂ is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. TiO₂ is considered to be a quality of life product and some research indicates that consumption generally increases as disposable income increases. We believe that, at present, TiO₂ has no effective mineral substitute because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated in as cost-effective a manner.

According to the latest TZMI data, industry production capacity grew to 6.4 million tonnes from 6 million tonnes in the prior year. The global market in which our TiO₂ business operates is competitive. Competition is based on a number of factors such as price, product quality and service. We face competition from major international producers, including DuPont, Cristal Global, Huntsman, and Kronos, as well as smaller regional competitors such as Sachtleben Chemie GmbH and Ishihara Sangyo Kaisha, which operate multiple plants on single continents. We estimate that, based on nameplate capacity, these seven companies accounted for more than 64% of the global market share. During 2012, we had global TiO₂ production capacity of 465,000 tonnes per year, which was approximately 7% of global pigment capacity. In addition to the major competitors discussed above, we compete with numerous smaller, regional producers, including producers in China that have expanded their sulphate production capacity during the previous five years.

Worldwide, we believe that we and the other major producers mentioned above are the only companies that have perfected and successfully commercialized the chloride process technology for the production of TiO₂. According to TZMI, among the seven largest multi-national producers, 77% of available capacity uses the chloride process, compared to smaller producers who, on average, produce 6% of products using the chloride process, whileTiO₂ produced using chloride process technology is generally preferred for some TiO₂ end-use and specialty applications.

We have global operations with production facilities and a sales and marketing presence in the Americas, Europe and the Asia-Pacific regions. Our global presence enables us to sell our products to a diverse portfolio of customers with whom we have well-established relationships.

In recent years, demand growth has increased in Asia-Pacific, Central and Eastern Europe, the Middle East and Africa and South America more than in the mature economies of North America, Western Europe and Japan. Capacity growth over the next ten or so years is expected to be driven by the above global average demand growth in such emerging markets. While there are several chloride projects planned in China, it is unlikely that they will contribute any significant output before 2014. The probability of new greenfield projects (locations where there is not an existing infrastructure) is limited, given the limitations in feedstock supply, as well as

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financial risks associated with the large investments in a facility, a long lead time and difficulty in achieving permitting (in particular, environmental permitting). As a result no significant new chloride TiO₂ facility has been built since 1994; however, over the years, the industry has increased capacity through expansion of existing plants and debottlenecking, and we expect this to continue going forward.

TiO₂ is produced using one of two commercial production processes: the chloride process and the sulphate process. The chloride process is a newer technology, and we believe it has several advantages over the sulphate process: it generates less waste, uses less energy, is less labor intensive and permits the direct recycle of chlorine, a major process chemical, back into the production process. The sulphate process can use lower quality (and therefore less expensive) feedstock. Commercial production of TiO₂ results in one of two different crystal forms, either rutile or anatase. Rutile TiO₂ is preferred over anatase TiO₂ for many of the largest end-use applications, such as coatings and plastics, because its higher refractive index imparts better hiding power at lower quantities than the anatase crystal form and it is more suitable for outdoor use because it is more durable. Although rutile TiO₂ can be produced using either the chloride process or the sulphate process, some customers prefer rutile produced using the chloride process because it typically has a bluer undertone and greater durability.

We are one of a limited number of TiO₂ producers in the world with chloride production technology. TiO₂ produced using the chloride process is preferred for some of the largest end-use applications. As a result of these advantages, the chloride process currently accounts for substantially all of the industry-wide TiO₂ production capacity in North America and approximately 50% of industry-wide capacity globally. All of our TiO₂ is produced using the chloride process.

Our Competitive Strengths

Leading Global Market Positions

We are among the world’s largest producers and marketers of TiO₂ products with approximately 7% of of global pigment capacity in 2012, and one of the world’s largest integrated TiO₂ producers. We are the third largest global producer and marketer of TiO₂ manufactured via chloride technology, which we believe is preferred for many applications compared to TiO₂ manufactured by other TiO₂ production technologies. We are the third largest titanium feedstock producer and a leader in global zircon production. Additionally, our fully integrated and global production facilities and sales and marketing presence in the Americas, Europe, Africa and the Asia-Pacific region enables us to provide customers in over 90 countries with a reliable supply of our products. The diversity of the geographic regions we serve increases our exposure to faster growing geographies, such as the Asia-Pacific region, and also mitigates our exposure to regional economic downturns because we can shift supply from weaker to stronger regions. We believe our relative size and vertical integration provides us with a competitive advantage in retaining existing customers and obtaining new business.

Well Positioned to Capitalize on Trends in the Feedstock and TiO₂ Industries

We believe the markets in which we participate have been, and will be, supply-constrained over the medium term. In the medium term, we anticipate no extended periods during which the supply of higher grade titanium feedstock and TiO₂ will exceed demand for each of these products. Because our production of titanium feedstock exceeds or required consumption, we believe that we will be well positioned to benefit from these market conditions.

Vertically Integrated Platform with Security of Titanium Feedstock Supply

As of March 31, 2013, our integration plan is on track to more fully demonstrate the material cost advantages it gives us. The vertical integration of titanium feedstock and TiO₂ production provides us with a secure and cost competitive supply of high grade titanium feedstock over the long-term. Our ability to supply all

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of the feedstock that our pigment operations require enables us to balance our consumption and sales in ways that we believe our competitors cannot. During the first quarter of 2013, titanium feedstock sold internally to the pigment segment increased. As a result, during the first quarter of 2013, we cancelled contracts with two external ore suppliers.

Low Cost and Efficient Production Network

We believe our TiO₂ operations, and specifically our plant in Hamilton, Mississippi, are among the lowest cost producers of TiO₂ globally. This is of particular importance as it positions us to be competitive through all facets of the TiO₂ cycle. Moreover, our three TiO₂ production facilities are strategically positioned in key geographies. The Hamilton facility is the third largest TiO₂ production facility in the world and has the size and scale to service customers in North America and around the globe. Our plant in Kwinana, Australia is well positioned to service growing demand from Asia. Our Botlek facility in the Netherlands services our European customers and certain specialized applications globally. Combined with our titanium feedstock assets in South Africa and Australia, this network of TiO₂ and titanium feedstock facilities gives us the flexibility to optimize asset and feedstock utilization and generate operational, logistical and market efficiencies.

TiO₂ and Titanium Feedstock Production Technology

We are one of a limited number of TiO₂ producers in the world with chloride production technology. Our production capacity exclusively uses this process technology, which is the subject of numerous patents worldwide. Although we do not operate sulphate process plants and therefore cannot make a direct comparison, we believe the chloride production process generates less waste, uses less energy and is less labor intensive than the alternative sulphate process. Additionally, our titanium feedstock operations in South Africa and Australia are one of a limited number of feedstock producers with the expertise and technology to produce upgraded titanium feedstock (i.e., synthetic rutile and chloride slag) for use in the chloride process.

Innovative, High-Performance Products

We offer innovative, high-performance products for nearly every major TiO₂ end-use application. We seek to develop new products and enhance our current product portfolio to better serve our customers and respond to the increasingly stringent demands of their end-use sectors. Our new product development pipeline has yielded successful grade launches specifically targeting the plastics markets. In addition, we have completed mid-cycle improvement initiatives on our key coatings grades resulting in more robust products across a wide range of coatings formulations.

Experienced Management Team and Staff

The diversity of our management team’s business experience provides a broad array of skills that contributes to the successful execution of our business strategy. Our TiO₂ operations team and plant managers, who have manufacturing experience, participate in the development and execution of strategies that have resulted in production volume growth, production efficiency improvements and cost reductions. Our mineral sands operations team and plant managers have a deep reservoir of experience in mining, engineering and processing skills gained over many years in various geographies. Additionally, the experience, stability and leadership of our sales organization have been instrumental in growing sales, developing and expanding customer relationships.

Business Strategy

Our business strategy is to grow the company and to enhance our shareholder equity value by optimizing the beneficial effects of our present business attributes. We expect to implement this strategy through a disciplined

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focus on cost reduction and operating efficiencies. We also plan to grow the business through a combined focus on the expanded production of our existing products and through strategic acquisitions and business partnerships in areas related to our industry to increase our standing in our global markets.

More specifically, our strategy includes the following components:

Maintain Operational Excellence

We are continually evaluating our business to identify opportunities to increase operational efficiency throughout our production network with a focus on maintaining operational excellence and maximizing asset efficiency. Our focus on enhancing operational excellence positions us to maximize yields, minimize operating costs and meet market growth over the short term without investing additional capital for capacity expansion. In addition, we intend to continue focusing on increasing manufacturing efficiencies through selected capital projects, process improvements and best practices in order to maximize yields, lower unit costs and improve our margins.

Leverage Our Low-Cost Production Network and Vertical Integration to Deliver Profitability and Cash Flow

We currently have TiO2 manufacturing facilities designed to produce approximately 465,000 tonnes of TiO2 annually. We expect that (assuming variable conversion costs per tonne remain constant or decline) increased production from this fixed cost base should increase margins and profitability. In addition, by assuring ourselves of the availability of the supply of titanium feedstock that these production facilities require, and by participating in the profitability of the mineral sands market directly, we have several different means of optimizing profitability and cash flow generation.

Ore In Use Optimization

We take advantage of the integrated nature and scale of the combined business, which provides the opportunity to capitalize on a wide range of titanium feedstock grades due to the ability to optimize internal ore usage and pursue external titanium feedstock end-markets that provide superior profit margins

Expand Global Leadership

We plan to continue to capitalize on our strong global market position to drive profitability and cash flow by enhancing existing customer relationships, providing high quality products and offering technical expertise to our customers. Furthermore, our vertically integrated global operations provide us with a solid platform for future growth in the TiO2, titanium feedstock, zircon and pig iron markets. Our broad product offering allows us to participate in a variety of end-use sectors and pursue those market segments that we believe have attractive growth prospects and profit margins. Our operations position us to participate in developing regions such as Asia, Eastern Europe and Latin America, which we expect to provide attractive growth opportunities. We will also seek to increase margins by focusing our sales efforts on those end-use segments and geographic areas that we believe offer the most attractive growth prospects and where we believe we can realize relatively higher selling prices over the long-term than in alternate sectors. We believe our global operations network, distribution infrastructure and technology will enable us to continue to pursue global growth.

Maintain Strong Customer Focus

We continue to target our key customer groups with innovative, high-performance products that provide enhanced value to our customers at competitive prices. A key component of our business strategy is to continually enhance our product portfolio with high-quality, market-driven product development. We design our

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TiO2 products to satisfy our customers’ specific requirements for their end-use applications and align our business to respond quickly and efficiently to changes in market demands. We continue to execute on product improvement initiatives for our major coatings and plastics products. These improvement strategies will provide value in the form of better optical properties, stability, and durability to our customers. Further, new and enhanced grades are in the pipeline for 2013 and 2014.

Principal Executive Offices

Our principal executive offices are located at One Stamford Plaza, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901 and 1 Brodie Hall Drive, Technology Park, Bentley, Australia 6102. Our telephone number in the United States is (203) 705-3800. Our website address is http://www.tronox.com. Our website and the information contained on our website are not part of this prospectus.

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Corporate Structure

The following diagram is a simplified illustration of our corporate structure:

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SUMMARY OF EXCHANGE OFFER

On August 20, 2012, we sold, through a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), $900 million of our 6.375% Senior Notes due 2020, which are eligible to be exchanged for Exchange Notes. We refer to the 6.375% Senior Notes due 2020 as “Old Notes” in this prospectus.

Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes (as amended, the “Registration Rights Agreement”). Under the Registration Rights Agreement, we are required to use our reasonable best efforts to cause a registration statement for substantially identical Notes, which will be issued in exchange for the Old Notes, to be filed with the SEC as soon as practicable after the date of issuance of the Old Notes and to cause such registration statement to become effective within 360 days of the date of issuance of the Old Notes. We refer to the notes to be registered under this exchange offer registration statement as “Exchange Notes” and collectively with the Old Notes, we refer to them as the “notes” in this prospectus. You may exchange your Old Notes for the applicable Exchange Notes in this exchange offer. You should read the discussion under the headings “Summary of Exchange Offer,” “Exchange Offer” and “Description of Notes” for further information regarding the Exchange Notes.

Securities Offered $900 million aggregate principal amount of new 6.375% Senior Notes due 2020 and guarantees thereon (the “Exchange Guarantees”).

Exchange Offer We are offering to exchange the Old Notes for a like principal amount at maturity of the Exchange Notes.

Old Notes may be exchanged only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof.

The exchange offer is being made pursuant to the Registration Rights Agreement, which grants the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.

Expiration Date; Withdrawal of Tender The exchange offer will expire at 11:59 p.m., New York City time, on                     , 2013, or a later time if we choose to extend this exchange offer in our sole and absolute discretion. You may withdraw your tender of Old Notes at any time prior to 11:59 p.m., New York City time on the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense promptly after the expiration or termination of the exchange offer.

Resales We believe that you can offer for resale, resell and otherwise transfer the Exchange Notes without complying with the registration and prospectus delivery requirements of the Securities Act so long as:

• you acquire the Exchange Notes in the ordinary course of business;

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• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;

• you are not an affiliate of ours; and

• you are not a broker-dealer.

If any of these conditions is not satisfied and you transfer any Exchange Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability.

Broker-Dealer Each broker-dealer acquiring Exchange Notes issued for its own account in exchange for Old Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any Exchange Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes issued in the exchange offer.

Conditions to the Exchange Offer Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Old Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See “Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Old Notes Held in the Form of Book-Entry Interests The Old Notes were issued as global securities and were deposited upon issuance with Wilmington Trust, National Association, which issued uncertificated depositary interests in those outstanding Old Notes, which represent a 100% interest in those Old Notes, to The Depository Trust Company (“DTC”).

Beneficial interests in the outstanding Old Notes, which are held by direct or indirect participants in DTC, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by DTC.

You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the letter of transmittal that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under “Exchange Offer.”

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Your outstanding Old Notes must be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

In order for your tender to be considered valid, the exchange agent must receive a confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent’s account at DTC, under the procedure described in this prospectus under the heading “Exchange Offer,” on or before 11:59 p.m., New York City time, on the expiration date of the exchange offer.

United States Federal Income Tax Considerations The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations.”

Use of Proceeds We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer.

Exchange Agent Wilmington Trust, National Association is serving as the exchange agent for the exchange offer.

Shelf Registration Statement In limited circumstances, holders of Old Notes may require us to register their Old Notes under a shelf registration statement.

CONSEQUENCES OF NOT EXCHANGING OLD NOTES

If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer currently applicable to the Old Notes. In general, you may offer or sell your Old Notes only:

• if they are registered under the Securities Act and applicable state securities laws;

• if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

• if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not currently intend to register the Old Notes under the Securities Act. Under some circumstances, however, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell Exchange Notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of notes by these holders. For more information regarding the consequences of not tendering your Old Notes and our obligation to file a shelf registration statement, see “Exchange Offer—Consequences of Failure to Exchange,” and “Description of Notes—Registration Rights Agreement.”

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SUMMARY OF TERMS OF EXCHANGE NOTES

The summary below describes the principal terms of the Exchange Notes, the guarantees and the related indentures. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus contain more detailed descriptions of the terms and conditions of the notes and the related indentures.

Issuer Tronox Finance LLC.

Securities offered $900 million in aggregate principal amount of new 6.375% Senior Notes due 2020.

Maturity date The Exchange Notes will mature on August 15, 2020.

Interest rate The Exchange Notes will accrue interest at the rate of 6.375% per annum.

Interest payment dates Interest on the Exchange Notes will be payable on February 15 and August 15 of each year, commencing on August 15, 2013.

Ranking The Exchange Notes and the Exchange Guarantees will be general unsecured senior obligations of the Issuer and each guarantor, respectively, and

• will rank equally in right of payment with all of the Issuer’s and the guarantors’ respective existing and future unsecured senior indebtedness;

• will rank senior in right of payment to existing and future subordinated indebtedness of the Issuer or the guarantors, respectively;

• will be effectively subordinated to all of the Issuer’s and the guarantors’ respective existing and future secured indebtedness to the extent of the assets securing such indebtedness; and

• will be structurally subordinated to all existing and future indebtedness and other liabilities of subsidiaries of the Parent that do not guarantee the notes.

Guarantees The Exchange Notes will be guaranteed by the Parent and all of the subsidiaries of the Parent that guarantee any obligations under the credit facilities on the date the Old Notes were issued. Restricted subsidiaries of the Parent that incur or guarantee any indebtedness under certain of our credit facilities are required to become guarantors of the notes, other than excluded entities. See “Description of Notes—Brief Description of the Notes and the Note Guarantees—The Note Guarantees.”

Optional Redemption The Issuer has an option to redeem all or a portion of the Exchange Notes at any time before August 15, 2015, at a redemption price equal to 100% of the aggregate principal amount of the notes to be

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redeemed plus a “make-whole” premium and accrued and unpaid interest and additional interest, if any, up to, but excluding, the redemption date.

The Issuer also has the option to redeem all or a portion of the Exchange Notes at any time on or after August 15, 2015 at the redemption prices set forth in this prospectus plus accrued and unpaid interest and additional interest, if any, up to, but excluding, the redemption date.

In addition, before August 15, 2015, the Issuer may redeem up to 35% of the aggregate principal amount of the Exchange Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.375% of the aggregate principal amount of the Exchange Notes to be redeemed plus accrued and unpaid interest and additional interest, if any, up to, but excluding, the redemption date.

See “Description of Notes—Optional Redemption.”

Mandatory Offers to Purchase The occurrence of certain changes of control will be a triggering event requiring the Issuer to offer to purchase from you all or a portion of your Exchange Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest and additional interest, if any, up to, but excluding, the date of purchase.

Certain asset dispositions will be triggering events which may require the Issuer to use the proceeds from those asset dispositions to make an offer to purchase the Exchange Notes at 100% of their principal amount, plus accrued and unpaid interest and additional interest, if any, up to, but excluding, the date of purchase.

Certain covenants The indenture governing the Exchange Notes contains, among other things, covenants limiting our ability and the ability of our restricted subsidiaries to:

• incur certain additional indebtedness and issue preferred stock;

• make certain dividends, distributions, investments and other restricted payments;

• sell certain assets;

• incur liens;

• agree to any restrictions on the ability of restricted subsidiaries to make payments to us;

• consolidate or merge with or into, or sell substantially all of our assets to, another person;

• enter into transactions with affiliates; and

• enter into new lines of business.

These covenants will be subject to a number of important exceptions and qualifications. For more details, see “Description of Notes.”

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Events of default For a discussion of events that will permit acceleration of the payment of the principal of and accrued interest on the Exchange Notes, see “Description of the Notes—Events of Default.”

No prior market The Exchange Notes will be new securities for which there is currently no market. We cannot assure you as to the liquidity of markets that may develop for the Exchange Notes, your ability to sell the notes or the price at which you would be able to sell the Exchange Notes. See “Risk Factors—Risks related to the Exchange Notes— There is no existing public trading market for the Exchange Notes, and your ability to sell such notes will be limited.”

Listing We do not intend to list the Exchange Notes on any securities exchange.

Use of proceeds We will not receive any proceeds from the issuance of the Exchange Notes.

Form and denomination The Exchange Notes will be delivered in fully-registered form. The Exchange Notes will be represented by one or more global notes, deposited with the trustee as a custodian for DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants.

The Exchange Notes will be issued in denominations of $2,000 and integral multiples of $1,000.

Governing law The Exchange Notes and the indentures governing the Exchange Notes will be governed by, and construed in accordance with, the laws of the State of New York.

Trustee Wilmington Trust, National Association

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth selected historical financial data for the periods indicated. The statement of operations data and supplemental information for the three months ended March 31, 2013 reflect the consolidated operating results of Tronox Limited. The statement of operations data and supplemental information for the three months ended March 31, 2012 reflect the consolidated operating results of Tronox Incorporated. The statement of operations data and supplemental information for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The statement of operations data and the supplemental information for the eleven months ended December 31, 2011, one month ended January 31, 2011, and years ended December 31, 2010, 2009 and 2008 reflect the consolidated operating results of Tronox Incorporated. The balance sheet data at March 31, 2013 and December 31, 2012 relates to Tronox Limited. The balance sheet data at March 31, 2012, and December 31, 2011, 2010, 2009 and 2008 relates to Tronox Incorporated.

This information should be read in conjunction with our unaudited Condensed Consolidated Financial Statements (including the notes thereto) for the three months ended March 31, 2013 and 2012, our Consolidated Financial Statements (including the notes thereto) for the years ended December 31, 2012, 2011 and 2010, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in this prospectus.

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	Successor												Predecessor
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31,
																2010			2009			2008
	(Millions of dollars, except per share data)
Statement of Operations Data:
Net Sales	$	470		$	434		$	1,832		$	1,543		$	108		$	1,218		$	1,070		$	1,246
Cost of goods sold		438			277			(1,568	)		(1,104	)		(83	)		(996	)		(932	)		(1,133	)
Gross Margin		32			157			264			439			25			222			138			113
Selling, general and administrative expenses		51			44			(239	)		(152	)		(5	)		(59	)		(72	)		(114	)
Litigation/arbitration settlement		—			—			—			10			—			—			—			—
Gain on land sales		—			—			—			—			—			—			1			25
Impairment of long-lived assets(1)		—			—			—			—			—			—			—			(25	)
Restructuring charges(2)		—			—			—			—			—			—			(17	)		(10	)
Net loss on deconsolidation of subsidiary		—			—			—			—			—			—			(24	)		—
Provision for environmental remediation and restoration, net of reimbursements(3)		—			—			—			5			—			47			—			(73	)
Income (Loss) from Operations		(19	)		113			25			302			20			210			26			(84	)
Interest and debt expense(4)		(27	)		(8	)		(65	)		(30	)		(3	)		(50	)		(36	)		(54	)
Loss on extinguishment of debt		(4	)		—			—			—			—			—			—			—
Other income (expense)		6			(1	)		(7	)		(10	)		2			(8	)		(11	)		(10	)
Gain on bargain purchase		—			—			1,055			—			—			—			—			—
Reorganization income (expense)		—			—			—			—			613			(145	)		(10	)		—
Income (Loss) from Continuing Operations before Income Taxes		(44	)		104			1,008			262			632			7			(31	)		(148	)
Income tax benefit (provision)		(1	)		(18	)		125			(20	)		(1	)		(2	)		2			2
Income (Loss) from Continuing Operations		—			—			1,133			242			631			5			(29	)		(146	)
Income (Loss) from discontinued operations, net of income tax benefit (provision)		—			—			—			—			—			1			(10	)		(189	)
Net Income (Loss)		(45	)		86			1,133			242			631			6			(39	)		(335	)
(Income) loss attributable to noncontrolling interest		(12	)		—			1			—			—			—			—			—
Net income attributable to Tronox Limited Shareholders	$	(57	)	$	86		$	1,134		$	242		$	631		$	6		$	(39	)	$	(335	)
Earnings (Loss) from Continuing Operations per Share(5):
Basic	$	(0.50	)	$	1.14		$	11.37		$	3.22		$	15.28		$	0.11		$	(0.70	)	$	(3.55	)
Diluted	$	(0.50	)	$	1.10		$	11.10		$	3.10		$	15.25		$	0.11		$	(0.70	)	$	(3.55	)
Balance Sheet Data:
Working capital(6)	$	2,330		$	704		$	1,706		$	488		$	458		$	483		$	489		$	(247	)
Property, plant and equipment, net and Mineral leasehold, net	$	2,737			559		$	2,862			542			318			316			314			347
Total assets	$	6,015		$	1,903		$	5,511		$	1,657		$	1,091		$	1,098		$	1,118		$	1,045
Noncurrent liabilities:
Long-term debt(6)	$	2,396		$	552		$	1,605		$	421		$	421		$	421		$	423		$	—
Environmental remediation and/or restoration(7)		—			1			—			1			1			1			—			546
All other noncurrent liabilities		543			207			557			203			153			154			50			125
Total liabilities(9)	$	3,319		$	1,055		$	2,629		$	905		$	848		$	828		$	683		$	1,642
Liabilities subject to compromise	$	—		$	—		$	—		$	—		$	897		$	900		$	1,048		$	—
Total equity	$	2,696		$	848		$	2,882		$	752		$	(654	)	$	(630	)	$	(613	)	$	(598	)
Supplemental Information:
Depreciation, depletion and amortization expense	$	73		$	22		$	211		$	79		$	4		$	50		$	53		$	76
Capital expenditures	$	45		$	21		$	166		$	133		$	6		$	45		$	24		$	34
EBITDA(8)	$	55		$	134		$	1,284		$	371		$	639		$	108		$	49		$	(207	)
Adjusted EBITDA(8)	$	73		$	151		$	503		$	468		$	24		$	203		$	142		$	99

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(1) In 2008, Tronox Incorporated recorded impairment charges for long-lived assets of approximately $3 million related to Savannah, Georgia, and approximately $22 million related to Botlek, the Netherlands.

(2) Restructuring charges in 2009 were primarily the result of the idling of Tronox Incorporated’s Savannah plant. Restructuring charges in 2008 resulted primarily from work force reduction programs, along with asset retirement obligation adjustments.

(3) In 2010, Tronox Incorporated recorded receivables from its insurance carrier related to environmental clean-up obligations at the Henderson facility. Due to the accounting for certain legacy liabilities, the obligation for this clean-up work had been recorded in 2008 and prior years.

(4) Excludes $3 million, $33 million and $32 million in the one month ended January 31, 2011 and years ended December 31, 2010 and 2009, respectively, that would have been payable under the terms of the 9.5% senior unsecured notes.

(5) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 of Notes to Consolidated Financial Statements for additional information regarding the Company’s share split.

(6) Working capital is defined as the excess (deficit) of current assets over current liabilities. Due to Tronox Incorporated’s financial condition at December 31, 2008, the entire balance of our outstanding debt of $563 million was classified as current obligations, resulting in long-term debt having a balance of $0 and working capital being a deficit. In 2009, the $350 million senior unsecured notes were reclassified to Liabilities Subject to Comprise.

(7) As a result of the bankruptcy filing and certain legacy liabilities accounting, environmental remediation and/or restoration liabilities were reclassified to Liabilities Subject to Compromise in 2009.

(8) EBITDA represents income (loss) before interest expense, income tax benefit (provision), and depreciation and amortization expense. Adjusted EBITDA represents EBITDA as further adjusted to reflect certain items, including as permitted by the applicable credit facilities then in effect.

(9) Represents total liabilities before liabilities subject to compromise.

EBITDA and Adjusted EBITDA, which are used by management to measure performance, are non-U.S. GAAP financial measures. Management believes that EBITDA is useful to investors, as it is commonly used in the industry as a means of evaluating operating perforance. EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP and do not purport to be an alternative measure of our financial performance as determined in accordance with U.S. GAAP. Because other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA and Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies.

Management believes these non-U.S. GAAP financial measures:

• Reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;

• Provide useful information in understanding and evaluating our operating results and comparing financial results across periods;

• Provide a normalized view of our operating performance by excluding items that are either non-cash or non-recurring in nature;

• Enable investors to assess our compliance with financial covenants under our debt instruments; and

• Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results.

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The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA for the periods presented:

	Successor												Predecessor
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Year Ended December  31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January  31, 2011			Year Ended December  31, 2010			Year Ended December  31, 2009			Year Ended December  31, 2008
	(Millions of dollars)
Net income (loss)	$	(45	)	$	86		$	1,133		$	242		$	631		$	6		$	(39	)	$	(335	)
Interest and debt expense, net of interest income		26			8			65			30			3			50			36			54
Income tax provision (benefit)		1			18			(125	)		20			1			2			(1	)		(2	)
Depreciation and amortization expense		73			22			211			79			4			50			53			76
EBITDA		55			134			1,284			371			639			108			49			(207	)
Gain on bargain purchase		—			—			(1,055	)		—
Amortization of inventory step up and unfavorable ore sales contracts from purchase accounting		8			—			152			—			—			—			—			—
Share-based compensation		5			7			31			14			—			1			—			1
Loss on extinguishment of debt		4			—			—			—			—			—			—			—
Transfer tax incurred due to acquisition		—			—			37			—			—			—			—			—
Reorganization expense associated with bankruptcy(a)		—			—			—			—			46			145			10			—
Gain on fresh-start accounting		—			—			—			—			(659	)		—			—			—
Provision for environmental remediation and restoration, net of reimbursements(b)		—			—			—			(5	)		—			(47	)		—			73
(Income) loss from discontinued operations		—			—			—			—			—			(1	)		10			189
Restructuring costs not associated with the bankruptcy(c)		—			—			—			—			—			—			—			14
Pension and postretirement settlement/curtailments		—			—			—			—			—			—			10			26
Loss on sale of assets		—			—			—			—			—			—			(1	)		(25	)
Impairment charges(d)		—			—			—			—						—			1			25
Unusual or non-recurring items(e)		—			—			—			—			—			—			24			—
Litigation/arbitration settlements		—			—			—			(10	)		—			—			—			—
Amortization of fresh-start inventory step up		—			—			—			36			—			—			—			—
Foreign currency remeasurement		(6	)		(1	)		6			7			(1	)		12			15			(7	)
Transaction costs and financial statement costs (f)		—			9			32			39			—			—			—			—
Other items(g)		7			2			16			16			(1	)		(15	)		24			10
Adjusted EBITDA	$	73		$	151		$	503		$	468		$	24		$	203		$	142		$	99

(a) Tronox Incorporated incurred costs related to the Chapter 11 bankruptcy proceedings. These items include cash and non-cash charges related to contract terminations, prepetition obligations, debtor-in-possession financing costs, legal and professional fees.

(b) In 2010, Tronox Incorporated recorded receivables from its insurance carrier related to environmental clean-up obligations at the Henderson facility. Due to the accounting for certain legacy liabilities, as described in notes 1 and 5 to the annual Consolidated Financial Statements, the obligation for this clean-up work had been recorded in 2008 and prior years.

(c) Restructuring costs in 2008 resulted primarily from work force reduction programs along with asset retirement obligation adjustments.

(d) In 2008, Tronox Incorporated recorded impairment charges for long-lived assets of approximately $3 million related to Savannah, Georgia, and approximately $22 million related to Botlek, the Netherlands.

(e) The 2009 amount represents the net loss on deconsolidation of Tronox Incorporated’s German subsidiaries.

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(f) During 2012, transaction costs consist of costs associated with the acquisition of the mineral sands business, including banker fees, legal and professional fees, as well as costs associated with the preparation and amending of the registration statement on Form S-4 filed with the Securities and Exchange Commission in connection with the Transaction and costs associated with the integration of the mineral sands business that occurred after the closing of the Transaction. During the eleven months ended December 31, 2011, transaction costs and financial statement restatement costs include expenses related to the Transaction, fresh-start accounting fees, costs associated with restating Tronox Incorporated’s environmental reserves and the auditing of the historical financial statements. Costs associated with the Transaction include legal and professional fees related to due diligence and transaction advice as well as investment banking fees.

(g) Includes noncash pension and postretirement healthcare costs, accretion expense, fixed asset write-downs and abandonment expense, gains and losses on the sale of assets, noncash gains on liquidation of a subsidiary, income (loss) from discontinued operations, and other noncash or non-recurring income or expenses. Additionally, Tronox Incorporated incurred legal fees associated with the exit from bankruptcy.

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RISK FACTORS

You should carefully consider the risk factors set forth below, as well as the other information contained in this prospectus before deciding to invest in the notes. The risks described below are not our only risks. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition, operating results or cash flow. In such a case, the trading price of the notes could decline, or we may not be able to make payments of interest and principal on the notes, and you may lose all or part of your original investment.

Risks Related to the Exchange Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Exchange Notes.

At March 31, 2013, our indebtedness outstanding was as follows:

• we had approximately $2,411 million of total indebtedness outstanding (including the Exchange Notes and including $12 million of original issue discount in connection with the $1,500 million Term Loan (the “Term Loan”), which was carried at $1,488 million on our balance sheet), none of which would have been subordinated to the Exchange Notes;

• we had approximately $1,497 million of secured indebtedness, all of which has been borrowed under the Term Loan (not including (i) availability of $275 million under the global senior secured asset-based syndicated revolving credit agreement with UBS AG (the “UBS Revolver”) (which excludes a $25 million issued letter of credit and an uncommitted incremental facility of $200 million), and (ii) an uncommitted incremental facility of $200 million under the Term Loan, all of which would be secured if borrowed), to which the notes would have been effectively subordinated to the extent of the value of the collateral securing such indebtedness and;

• we had availability of approximately R900 million (approximately $98 million) under the ABSA Revolver (the “ABSA Revolver”), which was structurally senior to the Notes.

As of March 31, 2013, our liabilities reflected on our consolidated balance sheet, including indebtedness and other liabilities such as trade payables and accrued expenses (but excluding the Exchange Notes), were approximately $2,799 million.

Subject to the limits contained in the agreements governing our credit facilities, the indenture governing the Exchange Notes and our other indebtedness instruments, we may be able to incur substantial additional indebtedness from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our level of indebtedness could intensify. Specifically, our level of indebtedness could have important consequences to the holders of notes, including the following:

• making it more difficult for us to satisfy our obligations with respect to the Exchange Notes and our other indebtedness;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, product developments, acquisitions or other general corporate requirements;

• requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

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• placing us at a disadvantage compared to other, less leveraged competitors; and

• increasing our cost of borrowing.

In addition, the indenture governing the Exchange Notes and the agreements governing our credit facilities contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all our debts.

Despite current indebtedness levels, we may still be able to incur substantially more indebtedness. This could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the indenture governing the Exchange Notes and our agreements governing our credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the Exchange Notes, subject to any collateral arrangements, the holders of that indebtedness will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness is added to our current indebtedness levels, the related risks that we and our subsidiaries now face could intensify. See “Description of Notes” and “Description of Other Indebtedness.”

We may not be able to generate sufficient cash to service all of our indebtedness, including the Exchange Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations, including the Exchange Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness, including the Exchange Notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the Exchange Notes. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all, and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The agreements governing our credit facilities and the indenture governing the Exchange Notes will restrict our ability to dispose of assets and use the proceeds from any such dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See “Description of Notes” and “Description of Other Indebtedness.”

In addition, we conduct certain operations through our subsidiaries, certain of which will not be guarantors of the Exchange Notes. Accordingly, repayment of our indebtedness, including the Exchange Notes, is dependent to an extent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the Exchange Notes, our subsidiaries do not have any obligation to pay amounts due on the Exchange Notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Exchange Notes. Each subsidiary is a distinct legal entity

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and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. Although the indenture governing the Exchange Notes and the agreements governing certain of our other existing indebtedness will limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Exchange Notes.

Our inability to generate sufficient cash flows to satisfy our debt obligations or to refinance our indebtedness on commercially reasonable terms or at all would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under the Exchange Notes. If we cannot make scheduled payments on our debt, we will be in default and, as a result, holders of Exchange Notes could declare all outstanding principal and interest to be due and payable and our secured lenders could foreclose against the assets securing such borrowings.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Exchange Notes.

Any default under the agreements governing our indebtedness, including any event of default under our credit facilities that is continuing and not cured and not waived by the required lenders, and the remedies sought by the lenders could prevent us from paying principal, premium, if any, and interest on the Exchange Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our credit facilities), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness may be able to elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and cause all of our available cash flow to be used to pay such indebtedness. Additionally, the lenders under our credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our credit facilities to avoid being in default. If we breach our covenants under our credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our credit facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See “Description of Other Indebtedness.”

The Issuer is a finance subsidiary that has no revenue-generating operations of its own and depends on cash received from other members of the group to be able to make payments on the Exchange Notes.

The Issuer, a wholly-owned indirect subsidiary of the Parent, is a finance subsidiary with limited assets and limited ability to generate revenues. The Parent’s subsidiaries are not required to make, and may be restricted from making, funds available to the Issuer. In addition, the ability of the Issuer to make any payments will depend on the earnings, business and tax considerations, and legal and contractual restrictions on payments of dividends or other distributions by the subsidiaries of the Parent.

Furthermore, the Indenture will prohibit the Issuer from engaging in activities other than certain limited activities permitted under the heading “Description of the Notes—Certain Covenants—Conduct of the Business and Limitation on Certain Activities.” If the Issuer is not able to make payments on the Exchange Notes, holders of the Exchange Notes would have to rely on claims for payment under the Exchange Guarantees, which are subject to the risks and limitations described herein. We cannot assure you that arrangements with our subsidiaries will provide the Issuer with sufficient dividends, distributions or loans to service scheduled payments of interest, principal or other amounts due under the Exchange Notes. Any of the situations described above could adversely affect the ability of the Issuer to service its obligations in respect of the Exchange Notes.

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The terms of the agreements governing our credit facilities and the indenture governing the Exchange Notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The indenture governing the Exchange Notes and the agreements governing our credit facilities contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including, among other things, restrictions on our ability to:

• incur, assume or guarantee additional indebtedness;

• pay dividends or distributions in respect of capital stock or make certain other restricted payments or investments;

• incur liens;

• restrict dividends, loans or asset transfers from our subsidiaries;

• sell or otherwise dispose of assets, including capital stock of subsidiaries;

• consolidate or merge with or into, or sell substantially all of our assets to, another person;

• enter into transactions with affiliates; and

• enter into new lines of business.

A breach of the covenants under the indenture governing the Exchange Notes or under the agreements governing our credit facilities could result in an event of default under the applicable indebtedness. Such default may allow the creditors to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies. In the event our lenders or holders of Exchange Notes accelerate the repayment of our borrowings, we cannot assure you that we and our subsidiaries would have sufficient assets to repay such indebtedness.

Many of the covenants in the indenture will be suspended if the Exchange Notes are rated investment grade by both Moody’s and Standard & Poor’s.

Many of the covenants in the indenture governing the Exchange Notes will no longer apply to us during any time that the notes have an investment grade rating, provided that at such time no default or event of default has occurred and is continuing. These covenants restrict, among other things, our ability to pay distributions, incur indebtedness and to enter into certain other transactions. There can be no assurance that the Exchange Notes will ever be rated investment grade, or that if they are rated investment grade, that the Exchange Notes will maintain these ratings. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. See “Description of Notes—Covenant Suspension.” If the Exchange Notes have an investment grade rating from either Moody’s or Standard & Poor’s, we will not experience a change of control repurchase event requiring us to repurchase all of the notes unless a change of control occurs together with a below investment grade rating event. See “Description of Notes—Change of Control” for additional information.

The Exchange Notes will be effectively subordinated to our secured indebtedness to the extent of the value of the assets securing that indebtedness.

The Exchange Notes will be effectively subordinated to claims of our secured creditors to the extent of the value of the assets securing such claims, and the guarantees will be effectively subordinated to the claims of our secured creditors as well as the secured creditors of our subsidiary guarantors.

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The Exchange Notes and the Exchange Guarantees will be structurally subordinated to all indebtedness of our existing and future subsidiaries that are not and do not become guarantors of the Exchange Notes.

The Exchange Notes will be guaranteed by the Parent and all of the subsidiaries of the Parent that guarantee any obligations under the credit facilities on the date the notes are issued. Except for such subsidiary guarantors of the Exchange Notes, our subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the Exchange Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The Exchange Notes will be structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary such that, in the event of insolvency, liquidation, reorganization, dissolution or other winding-up of any subsidiary that is not a guarantor, all of such subsidiary’s creditors (including trade creditors and preferred stockholders, if any) would be entitled to payment in full out of such subsidiary’s assets before we would be entitled to any payment.

As of and for the three months ended March 31, 2013, the non-guarantor subsidiaries represented approximately 58% of our total consolidated liabilities, excluding intercompany liabilities, approximately 32% of our total consolidated assets, excluding intercompany accounts receivables, intercompany notes receivable and investments in subsidiaries, approximately 26% of our total consolidated income from operations, excluding intercompany sales and cost of goods sold, and approximately 39% of our total consolidated net sales, excluding intercompany sales.

We may not be able to repurchase the Exchange Notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding Exchange Notes at 101% of their principal amount, plus accrued and unpaid interest up to, but excluding, the repurchase date. Additionally, under the agreements governing our credit facilities, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the respective agreements and the commitments to lend would terminate. The source of funds for any purchase of the Exchange Notes and repayment of borrowings under the agreements governing our credit facilities will be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the Exchange Notes upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay our other indebtedness that will become due. We may require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the Exchange Notes may be limited by law. In order to avoid the obligations to repurchase the Exchange Notes and events of default and potential breaches of the agreements governing our credit facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

In addition, certain important corporate events, such as leveraged recapitalizations, may not, under the indenture governing the Exchange Notes, constitute a “change of control” that would require us to repurchase the Exchange Notes, notwithstanding the fact that such corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes. See “Description of Notes—Change of Control.”

Holders of Exchange Notes may not be able to determine when a change of control giving rise to their right to have the Exchange Notes repurchased by us has occurred following a sale of “substantially all” of its assets.

A change of control, as defined in the indenture governing the Exchange Notes, requires us to make an offer to repurchase all outstanding Exchange Notes. The definition of change of control includes a phrase relating to the sale, lease or transfer of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of Exchange Notes to require us to repurchase its notes as a result of a sale, lease or transfer of less than all of our assets to another individual, group or entity may be uncertain. See “Description of Notes—Change of Control.”

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Federal and state fraudulent transfer laws may permit a court to void the Exchange Notes or the Exchange Guarantees and, if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the Exchange Notes and the incurrence of the Exchange Guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the Exchange Notes or the Exchange Guarantees thereof could be voided as a fraudulent transfer or conveyance if we or any of the guarantors, as applicable, (i) issued the Exchange Notes or incurred the Exchange Guarantees with the intent of hindering, delaying or defrauding creditors, or (ii) received less than reasonably equivalent value or fair consideration in return for either issuing the Exchange Notes or incurring the Exchange Guarantees and, in the case of (ii) only, one of the following is also true at the time thereof:

• we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the Exchange Notes or the incurrence of the Exchange Guarantees;

• the issuance of the Exchange Notes or the incurrence of the Exchange Guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on the business; or

• we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay as they mature.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee, to the extent such guarantor did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the Exchange Notes.

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the Exchange Notes or the Exchange Guarantees would be subordinated to our or any of our guarantors’ other indebtedness. In general, however, a court would deem an entity insolvent if:

• the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they became due.

If a court were to find that the issuance of the Exchange Notes or the incurrence of an Exchange Guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the Exchange Notes or such Exchange Guarantee or subordinate the Exchange Notes or such Exchange Guarantee to currently existing and future indebtedness of ours or of the related guarantor, or require the holders of Exchange Notes to repay any amounts received with respect to such Exchange Guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Exchange Notes. Further, the avoidance of the Exchange Notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the Exchange Notes to other claims against us under the principle of equitable subordination, if the court determines that (i) the holder of Exchange Notes engaged in some type of inequitable conduct, (ii) such inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holder of Exchange Notes and (iii) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

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The borrower under our $1.5 billion Term Loan and our other Dutch subsidiary may not become guarantors of the Exchange Notes.

Tronox Pigments (Netherlands) B.V. is currently the borrower under our $1.5 billion Term Loan, which is guaranteed by Tronox Limited and certain of our subsidiaries. Each of the companies that guarantees the Term Loan will guarantee the Exchange Notes on the issue date of the notes. However, Tronox Pigments (Netherlands) B.V. will not be a guarantor of the Exchange Notes on the issue date. We will seek to have this entity become a guarantor under our UBS Revolver, and we will seek to have our other Dutch subsidiary become a guarantor under the Term Loan and the UBS Revolver. In connection with such guarantees, and subject to the limitations described below, the indenture requires us to cause all such subsidiaries to become guarantors of the Exchange Notes.

Under the indenture, however, adding our Dutch subsidiaries as guarantors of the Exchange Notes is subject to receiving the unconditional positive advice of the works council of the relevant subsidiary and any prior corporate approvals, including the decision of the boards of directors (or similar governing body) of such subsidiaries that it is in such subsidiaries’ corporate interest (vennootschappelijk belang) to guarantee the Exchange Notes. Such board approval will take into consideration whether the Dutch subsidiaries are sufficiently capitalized to guarantee additional obligations. If such works council, corporate or board of director approvals are not obtained (including because the board of directors determines that it is not in the corporate interest of our Dutch subsidiaries to guarantee the Exchange Notes or otherwise), it is possible that such subsidiaries will not become guarantors of the Exchange Notes or that they will become guarantors of our credit facilities but not the Exchange Notes.

If the lenders under our credit facilities release any subsidiary guarantor under our credit facilities that is also a guarantor of the Exchange Notes, that subsidiary guarantor will automatically be released from its guarantee of the Exchange Notes.

While any obligations under our credit facilities remain outstanding, any subsidiary guarantee of the Exchange Notes will automatically be released without action by, or consent of, any holder of the Exchange Notes or the trustee under the indenture governing the Exchange Notes, if the related subsidiary guarantor is no longer a guarantor of obligations under our credit facilities. See “Description of Notes—The Note Guarantees—Release of the Note Guarantees.” The lenders under our credit facilities will have the discretion to release the subsidiary guarantees under our credit facilities in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of our credit facilities, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

There is no existing public trading market for the Exchange Notes, and your ability to sell such notes will be limited.

There is no existing public market for the Exchange Notes. No market for the Exchange Notes may develop, and any market that develops may not persist. We cannot assure you as to the liquidity of any market that may develop for the Exchange Notes, your ability to sell your Exchange Notes or the price at which you would be able to sell your Exchange Notes. Future trading prices of the Exchange Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities.

We do not intend to apply for listing of the Exchange Notes on any securities exchange or other market. The liquidity of any trading market and the trading price of such notes may be adversely affected by changes in our financial performance or prospects and by changes in the financial performance of or prospects for companies in our industry generally.

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Risks Related to the Exchange Offer

Holders of Old Notes who fail to exchange their Old Notes in the exchange offer will continue to be subject to restrictions on transfer.

If you do not exchange your Old Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. For further information regarding the consequences of tendering your Old Notes in the exchange offer, see the discussion below under the caption “Exchange Offer—Consequences of Failure to Exchange.”

You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.

Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Old Notes into the exchange agent’s account at DTC, as depositary, including an agent’s message (as defined herein). We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Exchange Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See “Exchange Offer—Procedures for Tendering Old Notes Through Brokers and Banks” and “Exchange Offer—Consequences of Failure to Exchange.”

Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Related to Our Business

You should carefully consider the risk factors set forth below, as well as the other information contained in this prospectus, including our consolidated financial statements and related notes. This Prospectus contains forward-looking statements that involve risks and uncertainties. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Economic Factors

Market conditions, global and regional economic downturns, cyclical factors and risks associated with TiO₂ that adversely affect the demand for the end-use products that contain TiO₂ or our other products, could adversely affect the profitability of our operations and the prices at which we can sell our products, negatively impacting our financial results.

Our revenue and profitability is largely dependent on the TiO₂ industry either through direct sales of TiO₂ to TiO₂ customers or for our mineral sands business sales to TiO₂ producers. TiO₂ is a chemical used in many “quality of life” products for which demand historically has been linked to global, regional and local GDP and

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discretionary spending, which can be negatively impacted by regional and world events or economic conditions generally, such as terrorist attacks, the incidence or spread of contagious diseases or other economic, political or public health or safety conditions. Events such as these are likely to cause a decrease in demand for our products and, as a result, may have an adverse effect on our results of operations and financial condition. Historically, demand for TiO₂ and zircon decreased in 2008 and 2009 due to the worldwide financial crisis, following several years of increasing growth, resulting in lower prices and reduced production by the major producers. The increase in demand during 2010 and through the first three quarters of 2011 resulted in increasing prices of TiO₂ and titanium feedstock, which was further bolstered by the reduced availability of titanium feedstock. Demand fell again during the fourth quarter of 2011 and in 2012 due to slow growth in Asia, Europe and the United States, combined with destocking by customers and certain thrifting initiatives by customers.

The future profitability of our operations, and cash flows generated by those operations, also will be affected by the available supply of our products in the market, such as TiO₂ pigment, feedstock and zircon.

Additionally, the demand for TiO₂ during a given year is subject to seasonal fluctuations. TiO₂ sales are generally higher in the second and third quarters of the year primarily due to the increase in paint production to meet demand resulting from the spring and summer painting season in North America and Europe. We may be adversely affected by existing or future cyclical changes, and such conditions may be sustained or further aggravated by anticipated or unanticipated changes in regional weather conditions. For example, poor weather conditions in a region can lead to an abbreviated painting season, which can depress consumer sales of paint products that use TiO₂.

We do not currently enter into commodity derivatives or hedging arrangements on our future production, so we are exposed to the impact of any significant decrease in the price of our products.

Our results of operations may be adversely affected by fluctuations in currency exchange rates.

The financial condition and results of operations of our operating entities outside the United States are reported in various foreign currencies and then converted into U.S. dollars at the applicable exchange rate for inclusion in the financial statements. As a result, any volatility of the U.S. dollar against these foreign currencies creates uncertainty for and may have a negative impact on reported sales and operating margin. We have made a U.S. dollar functional currency election for both Australian financial reporting and federal income tax purposes. On this basis, our Australian entities report their results of operations on a U.S. dollar basis.

In addition, our operating entities often need to convert currencies they receive for their products into currencies in which they purchase raw materials or pay for services, which could result in a gain or loss depending on fluctuations in exchange rates. Because we have significant operations in Europe, South Africa and Australia, we are exposed primarily to fluctuations in the Euro, the Rand and the Australian dollar.

From time to time we may seek to minimize our foreign currency risk by engaging in hedging transactions. However, we may be unable to effectively manage our foreign currency risk, and any volatility in foreign currency exchange rates may have a material effect on its financial condition or results of operations.

Our operations may be negatively impacted by inflation.

Our operations have been materially affected by inflation in the countries in which they have operated in recent years, as shown by the average inflation rates over the periods indicated in the table below for the United States, South Africa and Australia.

	2010 - 2011			2011 - 2012
United States		3.2	%		2.1	%
South Africa		5.0	%		5.8	%
Australia		3.1	%		2.2	%

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Working costs and wages in Australia and South Africa, especially, have increased in recent years, resulting in significant cost pressures for the mining industry. Our profits and financial condition could be adversely affected when cost inflation is not offset by devaluation in operating currencies or an increase in the price of our products.

The cost of electricity in South Africa may adversely affect our results of operations and financial condition.

In South Africa, our mining and smelting operations depend on electrical power generated by Eskom, the state-owned sole energy supplier. South African electricity prices rose by approximately 25% in 2010 and 2011. South African electricity prices have increased by approximately 16% in 2012, and future increases likely will continue at rates higher than inflation. These increases have increased production costs. As these costs rise, our operating expenses will increase and could adversely affect our business, especially if we cannot pass through increases in our expenses to our customers. We are investing in a co-generation project at Namakwa Sands, and our management has reviewed its operating processes to control and reduce its electricity consumption. However, until Namakwa Sands’s proposed co-generation plant is fully functional, future electricity supply interruptions or deficiencies and increased energy costs in all of our operations may affect our operational results and financial condition.

Changes to government policies in South Africa may adversely affect our business, operating results and financial condition.

Senior South African government officials, including the Minister of the Department of Mineral Resources, have stated publicly that nationalization of the South African mining industry is not government policy. Nevertheless, it is apparent that Government will sharpen its focus on the State’s intervention in mining through various means including increased taxation, greater control and conditions on the distribution of mineral rights, poverty alleviation and job creation. Such measures have not yet been defined and the impact the measures may have on our business remains uncertain.

Nationalization with compensation, as required by South African law, was found by the African National Congress (the “ANC”) to be unaffordable, and without compensation would require an amendment to the South African constitution. Moreover, the ANC has acknowledged that nationalization would draw global criticism and would result in a withdrawal of foreign direct investment, loss of jobs and the institution of legal proceedings by investors domiciled in states that have entered into trade and investment protection agreements with South Africa. However, other proposals are being discussed, including:

• in respect of the resource rents to the South African government, the introduction of a 50% resource rent tax;

• the expansion of the state mineral company’s control of the mining industry;

• merging the ministries of Trade and Industry, Mineral Resources and Energy, Public Enterprises, Economic Development and Science and Technology to form a “super ministry”;

• the concessioning of all “known” mineral deposits by public tender;

• the establishment of a professional minerals commission to grant, monitor and evaluate all mineral concessions and licenses;

• the amendment of current mining legislation to maximize developmental impacts of the mineral and energy complex;

• the establishment of a presidential mineral rights audit commission to carry out forensic audits on the granting of all “new order” mining rights under the Mineral and Petroleum Resources Development Act, 28 of 2002 (“MPRDA”);

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• the imposition of a 50% capital gains tax on the transfer of any mineral rights before actual mining operations commence to discourage speculators in the mining industry;

• the establishment of a mineral rights commission as an oversight body (regulator) whose consent would be required prior to transferring any mineral rights; and

• the establishment of a minerals environmental monitoring and compliance agency.

One of the task team’s main proposals is an amendment to the current system of mining royalties. The proposal contemplates significantly reducing mining royalties and largely replacing them with a tax on “super profits.” This concept of “resource rent capture” would result in a tax being imposed on the difference between the price at which a resource can be sold and its extraction costs (which includes “normal returns”). The resource rent tax would only be triggered once a “reasonable return” had been made by the mineral right holder. The putative goal of this proposed tax is to protect marginal mining operations.

The task team also proposes that a resource rent tax of 50% be imposed on all mining in South Africa. The tax would only be triggered after a “normal return on investment” had been achieved. A “normal return on investment” is defined in the draft policy document as the South African Treasury Long Bond Rate plus 7%. At current rates, a “normal return on investment” would be approximately 15%. According to the draft proposal, all proceeds of the resource rent tax should be held in an offshore sovereign wealth fund. If the taxes imposed on our South African mining operations were to increase as a result of South Africa’s implementation of the proposed tax on super profits or adoption of a 50% resource rent tax on mining activity, the profitability of our South African mining operations would be negatively impacted. We may decide to cease our South African operations to the extent that those operations do not meet their return requirements, which would adversely affect our operational results and financial condition.

The draft policy document also contains several other proposals designed to apply a concept of “a Democratic Developmental State to the governance of South African mineral assets.” The draft policy document appears to distance itself from a policy of nationalization. Subsequent to the above, the ruling party convened its national congress in December 2012, and the issue of nationalization did not feature on the agenda.

However, the issue of a resource rent tax and/or a ‘super tax’on certain, identified minerals, was adopted at the congress. Recent comments from the Minister of Finance suggest that this is still in a concept stage and is not contemplated in the near future. Until a formal plan is put in place, we would not be able to quantify the potential impact (if any) on our business.

The revised MPRDA may have an adverse effect on our business, operating results and financial condition.

The Mineral and Petroleum Resources Development Act (the “MPRDA”) Amendment Bill of 2012 has been approved by the executive branch of the South African government, and submitted to Parliament. The original act was published in 2002, and became effective on May 1, 2004. The MPRDA Amendment Act of 2008 became effective on June 7, 2013. Although the 2008 legislation and proposed 2012 legislation keep the bulk of the original act intact, certain amendments could have adverse effects on our business, operating results and financial condition.

The socio-economic environment in South Africa may have an adverse effect on our business, operating results and financial condition.

South Africa has been undergoing political and economic challenges. Changes to or instability in the economic or political environment in South Africa, especially if such changes create political instability, actual or potential shortages of production materials or labor unrest, could result in production delays and production shortfalls and materially impact our production and results of operations.

South Africa has a highly developed financial and legal infrastructure, but it also has high levels of poverty, unemployment and crime, and faces challenges in building adequate physical infrastructure, such as for the

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supply of electricity and water. The cost of water and electricity use in South Africa may adversely affect our results of operations. We use significant amounts of water in our operations and are subject to water use licenses, which could impose significant costs.

Further, there are significant differences in the levels of economic and social development within the South African population, with large parts of the population, particularly in rural areas, having limited access to adequate education, healthcare, housing and other basic services, including water and electricity. The South African government has implemented laws and policies aimed at alleviating and redressing the disadvantages suffered by the majority of citizens under previous governments, which may increase our costs and reduce our profitability. It is not possible to predict the extent to which the South African government will continue to introduce legislation or other measures designed to empower previously disadvantaged groups or the potential impact of such reforms.

These problems may prompt the emigration of skilled workers, discourage fixed inward investment into South Africa and impede economic growth, all of which could negatively affect our business.

Our financial flexibility could be materially constrained by South African exchange control regulations.

South Africa’s exchange control regulations require resident companies to obtain the prior approval of the South African Reserve Bank to raise capital in any currency other than the Rand, and restrict the export of capital from South Africa. In particular, South African companies:

• are generally not permitted to export capital from South Africa or to hold foreign currency without the South African Reserve Bank’s approval. In the case of the South African Reserve Bank approving the initial:

(a) investment by a non-resident off-shore company in a South African company, profits from the South African company’s operations can be freely remitted to such non-resident off-shore company subject to compliance with administrative formalities in connection with such payment; or

(b) loan by a non-resident off-shore company to a South African company, repayment of the loan and the payment of any interest thereon can be freely remitted to such non-resident off-shore company subject to compliance with administrative formalities in connection with such payments;

• are generally required to repatriate to South Africa profits of foreign operations; and

• are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business.

While the South African government has relaxed exchange controls in recent years, it is difficult to predict whether or how it will further relax or abolish exchange control measures in the future. These exchange control restrictions could hinder our financial and strategic flexibility, particularly our ability to use South African capital to fund acquisitions, capital expenditures and new projects outside of South Africa.

Our privately held and leased South African land and mineral rights could be subject to land restitution claims.

Under South African legislation, any person who was dispossessed of land rights in South Africa as a result of past racially discriminatory laws or practices is granted certain remedies, including the restoration of the land. The initial deadline for such claims was December 31, 1998. Two of our South African operations are subject to land claims. The Obanjeni Community has filed a land claim affecting portions of the Fairbreeze mining surface area, and the Mkhwanazi Tribe has filed a claim affecting the Port Durnford prospecting rights area over which we have recently received rights. The claim of the Mkhwanazi Tribe has been settled in their favor. We have been successful in negotiating with the Mkhwanazi Tribe to secure access for further prospecting at Port Durnford. We also intend to enter into negotiations with the Obanjeni Community, if their claim is successful, at

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the appropriate time and the Mkhwanazi Tribe before mining at Port Durnford commences. If we are not successful in our negotiations or are unable to secure access rights on commercially reasonable terms and conditions, our operations at Fairbreeze or Port Durnford may be adversely affected. In addition, if we expand our operations to areas that are subject to land claims, our rights to these properties may be adversely affected, and we may be prevented from using the property and exploiting any ore reserves located there in a commercially reasonable manner. This could have an adverse effect on our business, operating results and financial condition.

The labor and employment laws in many jurisdictions in which we operate are more onerous than in the United States; and some of our labor force has substantial works’ council or trade union participation, which creates a risk of disruption from labor disputes and new law affecting employment policies.

A majority of our employees are located outside the United States. In most of those countries, labor and employment laws are more onerous than in the United States and, in many cases, grant significant job protection to employees, including rights on termination of employment.

Labor costs constituted 10% of our TiO₂ production costs (excluding depreciation) and 12% of our mineral sands production costs (excluding depreciation) in 2012. Approximately 90% of our employees in Australia were represented by collective bargaining agreements. Approximately 90% of our employees in South Africa have collective bargaining agreements with labor organizations. Approximately 90% of our employees in Europe were represented by works’ councils.

Our South African operations have entered into various agreements regulating wages and working conditions at our mines. There have been periods when various stakeholders have been unable to agree on dispute resolution processes, leading to threats of disruptive labor disputes, although only two strikes have ever occurred in the history of these operations (including the period prior to our acquisition of these operations). Due to the high level of employee union membership, our South African operations are at risk of production stoppages for indefinite periods due to strikes and other disputes. In the past five years, employees of KZN Sands went on strike once for a 22-day period, from August 23 to September 13, 2010, in a dispute over wages and employment conditions, which resulted in an average daily production loss of 20,000 tonnes run of mine and 1,398 tonnes of heavy mineral concentrate, but had no significant impact on the smelter or furnace operations. Although we believe that we have good labor relations with our South African employees, we may experience labor disputes in the future.

South African employment law, which is based on the minimum standard set by the International Labour Organization, sets out minimum terms and conditions of employment for employees. Although these may be improved by agreements between an employer and the trade unions, prescribed minimum terms and conditions form the benchmark for all employment contracts. Our South African operations are required to submit a report to the South African Department of Labour under South African employment law detailing the progress made towards achieving employment equity in the workplace. Failing to submit this report in a timely manner could result in substantial penalties. In addition, future legislative developments that affect South African employment policies may increase production costs or negatively impact relationships with employees and trade unions, which may have an adverse effect on our business, operating results and financial condition.

We are required to consult with and seek the consent or advice of various employee groups or works’ councils that represent our employees for any changes to its activities or employee benefits. This requirement could have a significant impact on our flexibility in managing costs and responding to market changes.

The cost of occupational healthcare services and the potential liabilities related to occupational health diseases in South Africa may increase in the future.

Our operations in South Africa are subject to health and safety regulations which could impose significant costs and burdens. South African legislation imposes various duties on mines and grants the authorities broad

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power to, among other things, close unsafe mines and order corrective action with respect to health and safety matters. There is a risk that the cost of providing healthcare services and implementing various health programs could increase in the future, depending on changes to underlying legislation and the profile of our employees in South Africa. The amount of the potential increase in cost is currently indeterminate.

South African law governs the payment of compensation and medical costs to a compensation fund against which mining employees and other people at sites where ancillary mining activities are conducted can claim for mining activity-related illnesses. Should claims against the compensation fund rise significantly due to our mining activity or if claims against us are not covered by the compensation fund, the amount of our contribution or liability to claimants may increase, which could adversely impact our financial condition. In addition, the HIV/AIDS epidemic in South Africa poses risks to our South African operations in terms of potentially reduced productivity, and increased medical and other costs. If there is a significant increase in the incidence of HIV/AIDS infection and related diseases among the South African workforce over the next several years, our operations, projects and financial condition may be adversely affected.

Mining companies are increasingly required to consider and ensure the sustainable development of, and provide benefits to, the communities in which they operate.

Companies whose activities are perceived to have a high impact on their social and physical environment, such as our South African operations, face increasing public scrutiny of their activities. Our existing and proposed mining operations are often located at or near existing towns and villages, nature preserves, natural water courses and other infrastructure. We therefore carefully manage its impact on such communities and the environment. For example, we provide electrification and water supply projects to towns and villages near our Namakwa Sands operations and secondary education support to local schools near our existing operations. We also consider sustainable development when planning new operations. For example, during the construction phase of the KZN Sands Fairbreeze mining project (“Project Fairbreeze”), we plan to employ local contractors, thereby eliminating the need for temporary housing, and also plan to build a new on/off ramp linking the Fairbreeze mine to the main highway, so that heavy vehicle mine traffic does not have to go through the local town. This type of planning is aimed at addressing the concerns of local communities about the potential for increased traffic and construction of temporary housing as a result of new mining operations in the area.

The potential consequences of failing to effectively manage the social pressures related to sustainable development include reputational damage, legal action and increased social spending obligations. The cost of these measures can increase our capital expenditures and operating costs, which may affect our operational results and financial condition.

Business Factors

Fluctuations in costs of our raw materials or our access to supplies of our raw materials could have an adverse effect on our results of operations and financial condition.

In 2012, raw materials used in the production of TiO₂ constituted approximately 50% of our operating expenses, primarily due to rising feedstock costs. Fuel and energy linked to commodities, such as diesel, heavy fuel oil, and coal, and other consumables, such as chlorine, illuminating paraffin, electrodes and anthracite, consumed in our manufacturing and mining operations form an important part of our operating costs. We have no control over the costs of these consumables, many of which are linked to some degree to the price of oil and coal, and the costs of many of these raw materials may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions or significant facility operating problems. These fluctuations could negatively affect our operating margins and our profitability. As these costs rise, our operating expenses will increase and could adversely affect our business, especially if we are unable to pass price increases in raw materials through to our customers.

Shortages or price increases by our single source suppliers, such as the suppliers of chlorine to our Australian operations or high-quality anthracite to Namakwa Sands could decrease revenue or increase

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production costs, reducing the profitability of operations. Fluctuations in oil and coal prices impact our operating cost and capital expenditure estimates and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for our operations or new expansion projects, and when taken into account with other production costs, such as wages, equipment and machinery costs, may render certain operations nonviable.

Given the nature of our chemical, mining and smelting operations, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and operational breakdowns.

Our business involves significant risks and hazards, including environmental hazards, industrial accidents and breakdowns of equipment and machinery. Our business is exposed to hazards associated with chemical process manufacturing and the related storage, handling and transportation of raw materials, products and wastes and our furnace operations that are subject to explosions, water ingress and refractory failure, and our open pit (also called open-cut) and dredge mining operations that are subject to flooding and accidents associated with rock transportation equipment and conveyor belts. Furthermore, during operational breakdowns, the relevant facility may not be fully operational within the anticipated timeframe, which could result in further business losses. The occurrence of any of these or other hazards could delay production, suspend operations, increase repair, maintenance or medical costs and, due to the integration of our facilities, could have an adverse effect on the productivity and profitability of a particular manufacturing facility or on our business as a whole. Over our operating history, we have incurred incidents of this nature.

There is also a risk that our key raw materials or our products may be found to have currently unrecognized toxicological or health-related impact on the environment or on its customers or employees. Such hazards may cause personal injury and loss of life, damage to property and contamination of the environment, which could lead to government fines or work stoppage injunctions and lawsuits by injured persons. If such actions are determined to be adverse to us, we may have inadequate insurance to cover such claims, or insufficient cash flow to pay for such claims. Such outcomes could adversely affect our financial condition and results of operations.

We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations, capital expenditures and ongoing operations.

All of our operations are conducted and all of our assets are owned by our operating companies, which are our subsidiaries, and we intend to continue to conduct our operations at the operating companies and any future subsidiaries. Consequently, our cash flow and ability to meet our obligations or make cash distributions depend upon the cash flow of our operating companies and any future subsidiaries, and the payment of funds by our operating companies and any future subsidiaries in the form of dividends or otherwise. The ability of our operating companies and any future subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities, and legal restrictions.

Our ability to service our debt and fund our planned capital expenditures and ongoing operations will depend on our ability to generate and grow cash flow and access to additional liquidity sources. Our ability to generate and grow cash flow is dependent on many factors, including:

• the impact of competition from other chemical and materials manufacturers and diversified companies;

• the transfer of funds from subsidiaries in the United States to certain foreign subsidiaries;

• general world business conditions, economic uncertainty or downturn and the significant downturn in housing construction and overall economies;

• our ability to obtain raw materials at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher raw material costs;

• our ability to adequately deliver customer service and competitive product quality; and

• the effects of governmental regulation on our business.

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Many of these factors are beyond our control. A general economic downturn can result in reduced spending by customers, which will impact our revenues and cash flows from operating activities. At reduced performance, if we are unable to generate sufficient cash flow or to access additional liquidity sources, we may not be able to service and repay our existing debt, operate our business, respond to competitive challenges, or fund our other liquidity and capital needs.

Our industry and the end-use markets in which we compete are highly competitive. This competition may adversely affect our results of operations and operating cash flows.

Each of our markets is highly competitive. Competition in the pigment industry is based on a number of factors such as price, product quality and service. We face significant competition from major international and smaller regional competitors. Our most significant competitors include major chemical and materials manufacturers and diversified companies, a number of which have substantially larger financial resources, greater personnel and larger facilities than we do. We also compete with numerous smaller, regional producers, including producers in China that have expanded their sulphate TiO₂ production capacity during the previous five years.

Zircon producers generally compete on the basis of price, quality, logistics, delivery and payment terms and consistency of supply. We believe we have competitive quality, long-term relationships with customers and product range; however, our primary competitive disadvantage relative to our major competitors is our distance from our main consumers (i.e., Asia and Europe).

In addition, within the end-use markets in which we compete, competition between products is intense. We face substantial risk that certain events, such as new product development by competitors, changing customer needs, production advances for competing products or price changes in raw materials, could cause our customers to switch to our competitors’ products. If we are unable to develop and produce or market our products to compete effectively against our competitors following such events, our results of operations and operating cash flows may suffer.

We may need additional capital in the future and may not be able to obtain it on favorable terms.

Our industry is capital intensive and our success depends to a significant degree on our ability to develop and market innovative products and to update our facilities and process technology. We may require additional capital in the future to finance our future growth and development, implement further marketing and sales activities, fund ongoing research and development activities and meet general working capital needs. Our capital requirements will depend on many factors, including acceptance of and demand for our products, the extent to which we invest in new technology and research and development projects and the status and timing of these developments, as well as general availability of capital from debt and/or equity markets. Additional financing may not be available when needed on terms favorable to us or at all. Further, the terms of our debt may limit our ability to incur additional indebtedness or issue additional equity. If we are unable to obtain adequate funds on acceptable terms, we may be unable to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures, which could harm our business.

The agreements and instruments governing our debt contain restrictions and limitations that could affect our ability to operate our business, as well as impact our liquidity.

As of March 31, 2013, our total principal amount of long-term debt was $2,411 million (including $12 million of original issue discount in connection with the Term Loan, which has a face value of $1,500 million but is carried at $1,488 million on our balance sheet). During 2012, Tronox Incorporated refinanced its debt to allow for the Transaction and to provide the financing needs for Tronox Limited following completion of the Transaction. Additionally, during 2012, we issued $900 million aggregate principal amount of senior notes. During 2013, we refinanced our $700 million Term Facility with the $1.5 billion Term Loan.

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Our credit facilities contain a number of significant covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These covenants restrict, among other things, our and its subsidiaries’ ability to:

• incur, assume or guarantee additional indebtedness;

• pay dividends or distributions in respect of capital stock or make certain other restricted payments or investments;

• incur liens;

• restrict dividends, loans or asset transfers from our subsidiaries;

• sell or otherwise dispose of assets, including capital stock of subsidiaries;

• consolidate or merge with or into, or sell substantially all of our assets to, another person;

• enter into sale and leaseback transactions;

• enter into transactions with affiliates; and

• enter into new lines of business.

Our UBS Revolver includes requirements relating to the ratio of adjusted EBITDA to certain fixed charges during periods when excess borrowing availability is below a certain minimum threshold. The breach of any covenants or obligations in our credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations (and cross-defaults to certain other debt obligations) and could trigger acceleration of those obligations, which in turn could trigger other cross defaults under other future agreements governing our long-term indebtedness. In addition, the secured lenders under the credit facilities could foreclose on their collateral, which includes equity interests in our subsidiaries, and exercise other rights of secured creditors. Any default under those credit facilities could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our credit facilities, and could force us to seek the protection of bankruptcy laws.

Requirements associated with being a public company have increased our costs, may consume our resources and management’s focus, and may affect our ability to attract and retain qualified board members and executive officers.

Prior to the Transaction, we were not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) or the other rules and regulations of the SEC or any securities exchange in the United States relating to public companies. We will comply with Section 404(a) (management’s report on financial reporting) under the Sarbanes-Oxley Act of 2002 for the year ending December 31, 2012 and expect to comply with Section 404(b) (auditor’s attestation) no later than the year ending December 31, 2013. We are working with our legal and independent accounting advisors to identify those areas in which changes or enhancements should be made to our financial and management control systems to manage our growth and obligations as a public company. Areas for special attention are anticipated to include corporate governance, corporate control, internal audit, disclosure controls and procedures, financial reporting and accounting systems. The expenses that will be required in complying with our obligations as a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require further time and attention of management. In addition, the increased regulatory risks and reporting requirements as a result of being a public company may make it more difficult for us to retain executive officers and directors to serve on our board.

Tronox Limited’s financial information is not readily comparable to prior periods due to the completion of the Transaction and Tronox Incorporated’s emergence from bankruptcy.

Effective January 31, 2011, as a result of its emergence from bankruptcy, Tronox Incorporated applied fresh-start accounting. As a result of fresh-start accounting, the accumulated deficit was eliminated and Tronox Incorporated’s reorganization value, which represents estimates of the fair value of the entity before considering

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liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the reorganization, was allocated to the fair value of assets. In addition to fresh-start accounting, Tronox Incorporated’s consolidated financial statements reflect all effects of the transactions contemplated by its reorganization plan. As such, Tronox Incorporated’s balance sheets and statements of operations data post-emergence are not comparable in many respects to its consolidated balance sheets and consolidated statements of operations data for periods prior to the application of fresh-start accounting and prior to accounting for the effects of the reorganization.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction, and had no operating history or revenues before the Transaction. The Consolidated Balance Sheet as of December 31, 2012 relates to Tronox Limited and the Consolidated Balance Sheet as of December 31, 2011 relates to Tronox Incorporated. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 reflect the consolidated operating results of Tronox Incorporated.

Additionally, prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture with Exxaro Australia Sands Pty Ltd. The Tiwest Joint Venture was a contractual relationship between Tronox Incorporated and Exxaro whereby each party held an undivided interest in each asset of the joint venture, and each party was proportionally liable for each of the joint venture’s liabilities. The Tiwest Joint Venture was not a separate legal entity and did not enter into any transactions. Transactions were entered into by the joint venture partners who had the right to sell their own product, collect their proportional share of the revenues and absorb their share of costs. As such, Tronox Incorporated did not account for the Tiwest Joint Venture under the equity method. Instead, Tronox Incorporated accounted for its share of the Tiwest Joint Venture’s assets that were jointly controlled and its share of liabilities for which it was jointly responsible on a proportionate gross basis in its Consolidated Balance Sheet. Additionally, Tronox Incorporated accounted for the revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis in its Consolidated Statements of Operations. As such, as of the Transaction Date, we own 100% of the operations formerly operated by the Tiwest Joint Venture. As such, the Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 include 100% of the Tiwest operations assets and liabilities, while the Consolidated Balance Sheet as of December 31, 2011 includes Tronox Incorporated’s 50% undivided interest in each asset and liability of the joint venture. The Consolidated Statements of Operations for the three months ended March 31, 2013 reflects reflect 100% of the revenues and expenses of the Tiwest operation, while the Consolidated Statements of Operations for the three months ended March 31, 2012 reflect Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis. The Consolidated Statement of Operations for the year ended December 31, 2012 reflects Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect 100% of the revenues and expenses of the Tiwest operation. The Consolidated Statements of Operations for the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 reflect Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis.

Exxaro may exert substantial influence over us as a shareholder.

At March 31, 2013 and December 31, 2012, Exxaro held approximately 44.4% and 44.6%, respectively, of the voting securities of Tronox Limited. In addition, in the future, Exxaro may exchange its retained interest in the mineral sands business for additional Class B Shares.

In addition to Exxaro’s significant ownership interest, Exxaro is entitled to certain rights under the Constitution and the Shareholder’s Deed of Tronox Limited. For example, the Constitution provides that, for as long as the Class B voting interest is at least 10% of the total voting interest in Tronox Limited, there must be

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nine directors on our board; the holders of Class A Shares will be entitled to vote separately to elect a certain number of directors to our board (which we refer to as Class A Directors), and the holders of Class B Shares will be entitled to vote separately to elect a certain number of directors to our board (which we refer to as Class B Directors). If the Class B voting interest is greater than or equal to 30%, our board will consist of six Class A Directors and three Class B Directors. If the Class B voting interest is greater than or equal to 20% but less than 30%, our board of directors will consist of seven Class A Directors and two Class B Directors. If the Class B voting interest is greater than or equal to 10% but less than 20%, our board will consist of eight Class A Directors and one Class B Director.

Also, the Constitution provides that, subject to certain limitations, for as long as the Class B voting interest is at least 20%, a separate vote by holders of Class A Shares and Class B Shares is required to approve certain types of merger or similar transactions that will result in a change in control or a sale of all or substantially all of our assets or any reorganization or transaction that does not treat Class A and Class B Shares equally.

As a result of Exxaro’s significant ownership interest and its governance rights, Exxaro will be able to exert substantial influence over our management, operations and potential significant corporate transactions, including a change in control or the sale of all or substantially all of our assets. Exxaro’s influence may have an adverse effect on the trading price of our ordinary shares.

Our South African operations may lose the benefit of the Black Economic Empowerment (“BEE”) status under South African legislation, resulting in the need to implement a remedial solution or introduce a new minority shareholder, which could negatively impact our South African operations.

Exxaro retains a 26% direct ownership interest in each of Tronox Sands and Tronox TSA Sands in order for these two entities to comply with the requirements of the MPRDA and the South African Mining Charter ownership requirements under the BEE legislation. Exxaro has agreed to maintain its direct ownership for a period of the shorter of 10 years (unless it transfers the direct ownership interests to another qualified buyer under the BEE legislation) or the date on which the requirement to maintain a direct ownership stake in each of Tronox Sands and Tronox TSA Sands no longer applies, as determined by the DMR. If either Tronox Sands or Tronox TSA Sands ceases to qualify under the BEE legislation, Tronox Limited and Exxaro have agreed to jointly seek a remedial solution. If Tronox Limited and Exxaro cannot successfully implement a solution and the reason for this failure is due to anything other than a change in law, then we may dispose of Exxaro’s shares in the non-qualifying company to another, BEE compliant, qualifying purchaser. During any period of any non-qualification, our South African operations may be in violation of their mining or prospecting rights, as well as the requirements of the MPRDA and the South African Mining Charter, which could result in a suspension or revocation of the non-qualifying company’s mining and prospecting rights and could expose us to operating restrictions, lost business opportunities and delays in receiving further regulatory approvals for its South African operations and expansion activities. In addition, if Exxaro’s direct ownership in Tronox Sands and Tronox TSA Sands is sold to another purchaser, we would be required to share ownership and control of its South African operations with a minority shareholder, which may impact our operational and financial flexibility and could impact profitability, expansion opportunities and our results of operations.

Estimations of our ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future cash costs of production and ore demand and pricing. As a result, ore resources and reserve quantities actually produced may differ from current estimates.

The mineral resource and reserve estimates are estimates of the quantity and ore grades in our mines based on the interpretation of geological data obtained from drill holes and other sampling techniques, as well as from feasibility studies. The accuracy of these estimates is dependent on the assumptions and judgments made in interpreting the geological data. The assessment of geographical characteristics, such as location, quantity, quality, continuity of geology and grade, is made with varying degrees of confidence in accordance with established guidelines and standards. We use various exploration techniques, including geophysical surveys and

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sampling through drilling and trenching, to investigate resources and implements applicable quality assurance and quality control criteria to ensure that data is representative. Our mineral reserves represent the amount of ore that we believe can be successfully mined and processed, and are estimated based on a number of factors, which have been stated in accordance with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves, effective July 2007 (the “SAMREC Code”) and Joint Ore Reserves Committee Code (2004) (the “JORC Code”).

There is significant uncertainty in any mineral reserve or mineral resource estimate. Factors that are beyond our control, such as the ability to secure mineral rights, the sufficiency of mineralization to support mining and beneficiation practices and the suitability of the market may significantly impact mineral resource and reserve estimates. The actual deposits encountered and the economic viability of mining a deposit may differ materially from our estimates. Since these mineral resources and reserves are estimates based on assumptions related to factors discussed above, we may revise these estimates in the future as we become aware of new developments. To maintain TiO₂ feedstock production beyond the expected lives of our existing mines or to increase production materially above projected levels, we will need to access additional reserves through exploration or discovery.

We use significant amounts of water in our operations and are subject to water use licenses, which could impose significant costs.

National studies conducted by the South African Water Research Commission, released during September 2009, found that water resources in South Africa were approximately 4% lower than estimated in 1995, which may lead to the revision of water use strategies by several sectors in the South African economy, including electricity generation and municipalities. Our surface retreatment operations in South Africa use water to transport the slimes or sand from reclaimed areas to the processing plant and to the tailings facilities, and reduced water availability may result in rationing or increased water costs in the future due to our significant use of water in our mining operations. Our plants and piping infrastructure were designed to carry certain minimum throughputs, so any reductions in the volumes of available water may require us to adjust production at these operations. However, our South African operations can use sea water, which is readily available since both KZN Sands and Namakwa Sands are located in coastal regions, although using sea water instead of fresh water would increase operational costs due to the desalination process, which may not be offset against lower water operating costs.

In addition, under South African law, our South African mining operations are subject to water use licenses that govern each operation’s water use. These licenses require, among other conditions, that mining operations achieve and maintain certain water quality limits for all water discharges, where applicable. Our South African operations that came into existence after the adoption of the National Water Act, No. 36 of 1998 have applied for and been issued the required water use licenses.

The capacity and cost of transportation facilities, as well as transportation delays and interruptions, could adversely affect our ability to supply titanium feedstock to our pigment operations and our products to our customers.

Our ability to sell TiO₂ pigment, titanium feedstock, zircon and other products depends primarily upon road transport, third-party rail systems, ports, storage and container shipping. We have no control over those logistical factors which effect transport efficiency, such as the condition of the roads or the quality of ports from which our products are exported, and alternative transportation and delivery systems generally are inadequate or unsuitable to handle the quantity of our shipments and to ensure timely delivery. If we are unable to obtain road, rail, sea or other transportation services, or to do so on a cost-effective basis, our business and growth strategy would be adversely affected.

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If we are unable to innovate and successfully introduce new products, or new technologies or processes reduce the demand for our products or the price at which we can sell products, our profitability could be adversely affected.

Our industries and the end-use markets into which we sell our products experience periodic technological change and product improvement. Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets and on our ability to fund and successfully develop, manufacture and market products in such changing end-use markets. We must continue to identify, develop and market innovative products or enhance existing products on a timely basis to maintain our profit margins and our competitive position. We may be unable to develop new products or technology, either alone or with third parties, or license intellectual property rights from third parties on a commercially competitive basis. If we fail to keep pace with the evolving technological innovations in our end-use markets on a competitive basis, our financial condition and results of operations could be adversely affected.

In addition, new technologies or processes have the potential to replace or provide lower-cost alternatives to our products, such as new processes that reduce TiO₂ in consumer products or the use of chloride slag in the production of TiO₂ pigment, which could result in TiO₂ pigment producers using less chloride slag, or to reduce the need for TiO₂ pigment in consumer products, which could depress the demand and pricing for TiO₂ pigment. We cannot predict whether technological innovations will, in the future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets and competitive environments.

Implementing a new enterprise resource planning (“ERP”) system could interfere with our business or operations and could adversely impact our financial position, results of operations and cash flows.

We began the implementation of a major ERP system in 2012. This project requires significant investment of capital and human resources, the re-engineering of many of our processes, and the attention of many employees who would otherwise be focused on other aspects of its business. Any disruptions, delays or deficiencies in the design and implementation of this new system could potentially result in higher costs than we had anticipated and could adversely affect our ability to provide services to our customers and vendors, file reports with regulatory agencies in a timely manner, manage our internal controls or otherwise operate our business. Any of these consequences could have an adverse effect on our results of operations and financial condition.

Violations or noncompliance with the extensive environmental, health and safety laws and regulations to which we are subject or changes in laws or regulations governing our operations could result in unanticipated loss or liability.

Our operations and production facilities are subject to extensive environmental and health and safety laws and regulations at national, international and local levels in numerous jurisdictions relating to use of natural resources, pollution, protection of the environment, transporting and storing raw materials and finished products and storing and disposing of hazardous wastes. The costs of compliance with the extensive environmental, health and safety laws and regulations to which we are subject or the inability to obtain, update or renew permits required for operation or expansion of our business could reduce our profitability or otherwise adversely affect our business. We may in the future incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising under these laws and regulations. In the event of a catastrophic incident involving any of the raw materials we use or chemicals or mineral products we produce, we could incur material costs as a result of addressing the consequences of such event.

Changes to existing laws governing operations, especially changes in laws relating to transportation of mineral resources, the treatment of land and infrastructure, contaminated land, the remediation of mines, tax

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royalties, exchange control restrictions, environmental remediation, mineral rights, ownership of mining assets or the rights to prospect and mine may have a material adverse effect on our future business, operations and financial performance. There is risk that onerous conditions may be attached to authorizations in the form of mining rights, water use licenses, miscellaneous licenses and environmental approvals or that the grant of these approvals may be delayed or not granted.

While Tronox Incorporated received a discharge and/or release for its significant legacy environmental and tort liabilities in relation to its United States based operations upon emergence from the Chapter 11 cases, from time to time we may be party to a number of legal and administrative proceedings involving environmental and other matters in various courts and before various agencies, which may include proceedings in relation to any Tronox operations acquired within the United States following the Chapter 11 cases. These could include proceedings associated with facilities owned, operated or used by us, and may include claims for personal injuries, property damages and injury to the environment, including natural resource damages and non-compliance with permits. Any determination that one or more of our key raw materials or products has, or is characterized as having, a toxicological or health-related impact on our environment, customers or employees could subject us to additional legal claims. These proceedings and any such additional claims may be costly and may require a substantial amount of management attention, which may have an adverse effect on our financial condition and results of operations.

Our current operations involve the production and management of regulated materials that are subject to various environmental laws and regulations and are dependent on obtaining and the periodic renewal of permits from various governmental agencies. The inability to obtain, update or renew permits related to the operation of our businesses, or the costs required in order to comply with permit standards, could have a material adverse effect on us.

If we fail to comply with the conditions of our permits governing the production and management of regulated materials, mineral sands mining licenses or leases or the provisions of the applicable South African or Australian law, these permits, mining licenses or leases and mining rights could be cancelled or suspended, and we could be prevented from obtaining new mining and prospecting rights, which could materially and adversely affect our business, operating results and financial condition. In addition, if we are unable to obtain or maintain necessary permits, authorizations or agreements to prospect or mine or to implement planned projects or continue our operations under conditions or within timeframes that make such operations economically viable, our operational results and financial condition could be adversely affected.

We compete with other mining and chemical businesses for key human resources in the countries in which we will operate, and our business will suffer if we are unable to hire highly skilled employees or if our key officers or employees discontinue employment with us.

We compete with other chemical and mining companies, and other companies generally, in the countries in which we operate to attract and retain key human resources at all levels with the appropriate technical skills and operating and managerial experience necessary to continue operating and expanding our businesses. These operations use modern techniques and equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent upon the skills, experience and efforts of our key officers and skilled employees. The global shortage of key mining skills, including geologists, mining engineers, metallurgists and skilled artisans, has been exacerbated by increased mining activity across the globe. Competition for skilled employees is particularly severe in Western Australia and at Namakwa Sands and this may cost us in terms of higher labor costs or reduced productivity. As a result, we may not be able to attract and retain skilled and experienced employees. Should we lose any of our key personnel or fail to attract and retain key qualified personnel or other skilled employees, our business may be harmed and our operational results and financial condition could be affected.

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There may be difficulty in effecting service of legal process and enforcing judgments against us and our directors and management.

We are registered under the laws of Western Australia, Australia and substantial portions of our assets will be located outside of the United States. In addition, certain members of our board of directors, as well as certain officers named in this prospectus, reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such other persons residing outside the United States, or to enforce judgments outside the United States obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce rights predicated upon the U.S. federal securities laws in original actions brought in courts in jurisdictions located outside the United States.

Third parties may develop new intellectual property rights for processes and/or products that we would want to use, but would be unable to do so; or, third parties may claim that the products we make or the processes that we use infringe their intellectual property rights, which may cause us to pay unexpected litigation costs or damages or prevent us from making, using or selling products we make or require alteration of the processes we use.

Although there are currently no known pending or threatened proceedings or claims relating to alleged infringement, misappropriation or violation of the intellectual property rights of others, we may be subject to legal proceedings and claims in the future in which third parties allege that their patents or other intellectual property rights are infringed, misappropriated or otherwise violated by us or our products or processes. In the event that any such infringement, misappropriation or violation of the intellectual property rights of others is found, we may need to obtain licenses from those parties or substantially re-engineer our products or processes to avoid such infringement, misappropriation or violation. We might not be able to obtain the necessary licenses on acceptable terms or be able to re-engineer our products or processes successfully. Moreover, if we are found by a court of law to infringe, misappropriate or otherwise violate the intellectual property rights of others, we could be required to pay substantial damages or be enjoined from making, using or selling the infringing products or technology. We also could be enjoined from making, using or selling the allegedly infringing products or technology pending the final outcome of the suit. Any of the foregoing could adversely affect our financial condition and results of operations.

Results of our operations may also be negatively impacted if a competitor develops or has the right to use intellectual property rights for new processes or products and we cannot obtain similar rights on favorable terms and are unable to independently develop non-infringing competitive alternatives.

If our intellectual property were compromised or copied by competitors, or if competitors were to develop similar intellectual property independently, our results of operations could be negatively affected.

Our success depends to a significant degree upon our ability to protect and preserve our intellectual property rights. Although we own and have applied for numerous patents and trademarks throughout the world, we may have to rely on judicial enforcement of our patents and other proprietary rights. Our patents and other intellectual property rights may be challenged, invalidated, circumvented, and rendered unenforceable or otherwise compromised. A failure to protect, defend or enforce our intellectual property could have an adverse effect on our financial condition and results of operations.

We also rely upon unpatented proprietary technology, know-how and other trade secrets to maintain our competitive position. While we maintain policies to enter into confidentiality agreements with our employees and third parties to protect our proprietary expertise and other trade secrets, these agreements may not be enforceable or, even if legally enforceable, we may not have adequate remedies for breaches of such agreements. We also may not be able to readily detect breaches of such agreements. The failure of our patents or confidentiality agreements to protect our proprietary technology, know-how or trade secrets could result in significantly lower revenues, reduced profit margins or loss of market share.

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In addition, we may be unable to determine when third parties are using our intellectual property rights without our authorization. We also have licensed certain of our intellectual property rights to third parties, and we cannot be certain that our licensees are using our intellectual property only as authorized by the applicable license agreement. The undetected or unremedied unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual property related to our industry by third parties could reduce or eliminate any competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and our management’s attention, and we may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations.

If our intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings.

We have a significant amount of intangible assets and long-lived assets on our consolidated balance sheet. Under generally accepted accounting principles in the United States (“U.S. GAAP”), we review our intangible assets and long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances, indicating that the carrying value of our intangible assets or long-lived assets may not be recoverable, include, but are not limited to, a significant decline in share price and market capitalization, changes in the industries in which we operate, particularly the impact of a downturn in the global economy, as well as competition or other factors leading to reduction in expected long-term sales or profitability. We may be required to record a significant non-cash charge in our financial statements during the period in which any impairment of our intangible assets or long-lived assets is determined, negatively impacting our results of operations.

If we fail to maintain an effective system of internal controls, we might be unable to report our financial results accurately or prevent fraud.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In addition, as a result of becoming a public company, Section 404 of the Sarbanes-Oxley Act will require us and our independent registered public accounting firm to evaluate and report on our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending December 31, 2013. The process of implementing our internal controls and complying with Section 404 will be expensive and time consuming, and will require significant attention of management. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we conclude, and our independent registered public accounting firm concurs, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm discovers a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements. In addition, a delay in compliance with Section 404 could subject us to a variety of administrative sanctions, including SEC action, ineligibility for short form resale registration and the suspension or delisting of our shares from the stock exchange(s) on which our shares are then listed, which could harm our business.

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If we experience material weaknesses in internal controls in the future, as Tronox Incorporated has in the past, or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations.

We will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with the filing of our Annual Report on Form 10-K for fiscal year 2013. This assessment will need to include disclosure of any material weaknesses identified by our management in its internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We are in the early stages of further enhancing the computer systems processes and related documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete this evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal controls over financial reporting, we may be unable to assert that our internal controls are effective. If we are unable to conclude that our internal controls over financial reporting are effective, we could lose investor confidence in the accuracy and completeness of our financial reports.

In connection with Tronox Incorporated’s fiscal year 2010 audit, its independent registered public accounting firm identified material weaknesses in Tronox Incorporated’s internal control over financial reporting, which were due to identifying control deficiencies, which when aggregated, resulted in material weaknesses with respect to financial accounting and reporting resources, policies and procedures, internal controls and income taxes. These deficiencies related primarily to stagnant internal control policies and procedures including the lack of formal documentation and review of accounting information, which led to an inconsistent application of accounting policies and procedures, and a lack of segregation of duties due to a lack of personnel with an appropriate level of accounting knowledge, experience and training in the application of generally accepted accounting principles. Tronox Incorporated’s independent auditor also identified significant deficiencies in information system controls.

Since then, we have taken steps to address the material weaknesses disclosed in the preceding paragraph, including hiring appropriately qualified accounting personnel to increase its staff to a more appropriate headcount level and has engaged external resources to enhance the overall design of our internal controls.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the Exchange Notes. The Old Notes properly tendered and exchanged for Exchange Notes will be retired and cancelled. Accordingly, no additional debt will result from the exchange. We have agreed to bear the expense of the exchange offer.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges on a consolidated basis for each of the periods indicated. For the purposes of computing the ratio of earnings to fixed charges, earnings are defined as income before income taxes plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) and the portion of rental expense that is representative of the interest factor.

	Successor											Predecessor
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012		Year Ended December 31, 2012			Eleven Months Ended December 31,  2011			One Month Ended January 31, 2011		Year Ended December 31,
														2010		2009			2008
	(Millions of dollars)
Earnings:
Income (loss) from continuing operations before income taxes	$	(44	)	$	104	$	1,008		$	262		$	632	$	7	$	(30	)	$	(147	)
Fixed charges		28			8		68			31			3		49		36			54
Loss from equity method investee		—			—		—			—			—		2		4			1
Capitalized interest		(1	)		—		(2	)		(1	)		—		—		—			—
Total earnings (loss)	$	(17	)	$	112	$	1,074		$	292		$	635	$	58	$	10		$	(92	)
Fixed Charges:
Interest expense	$	26		$	7	$	53		$	29		$	3	$	40	$	33		$	50
Amortization of deferred debt issuance costs and discount on debt		2			1		10			1			—		9		3			4
Rental expense representative of interest factor (1)		(1	)		—		3			—			—		—		—			—
Capitalized interest		1			—		2			1			—		—		—			—
Total fixed charges	$	28		$	8	$	68		$	31		$	3	$	49	$	36		$	54
Ratio of earnings to fixed charges		—			14		16			9			212		1		—			—
Inadequate earnings		45																		146

(1) Relates to the financing leases in South Africa.

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CAPITALIZATION

The following table sets forth our combined cash and cash equivalents and combined capitalization as of March 31, 2013 on a historical basis. This information should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Unaudited Pro Forma Condensed Combined Statements of Operations,” and the historical consolidated financial statements and related notes thereto included in this prospectus.

	As of March 31, 2013
(in millions)	Actual
Cash	$	1,375
Debt:
Term Loan(1)	$	1,488
UBS Revolver(2)		—
ABSA Revolver(3)		—
Other debt(4)		23
Notes(5)		900
Total Debt	$	2,411
Shareholders’ Equity	$	2,479
Total Capitalization	$	4,890

(1) Includes $12 million of original issue discount, but excludes an uncommitted incremental facility of $200 million. The Term Loan is carried on our balance sheet at $1,488 million.

(2) Excludes the available borrowing base of $275 million and a $25 million letter of credit and an uncommitted incremental facility of $200 million.

(3) Excludes availability of R900 million (approximately $98 million).

(4) Includes a $9 million asset financing arrangement and $14 million of lease financing.

(5) Represents the principal amount of the Old Notes.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical financial data for the periods indicated. The statement of operations data and supplemental information for the three months ended March 31, 2013 reflect the consolidated operating results of Tronox Limited. The statement of operations data and supplemental information for the three months ended March 31, 2012 reflect the consolidated operating results of Tronox Incorporated. The statement of operations data and supplemental information for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The statement of operations data and the supplemental information for the eleven months ended December 31, 2011, one month ended January 31, 2011, and years ended December 31, 2010, 2009 and 2008 reflect the consolidated operating results of Tronox Incorporated. The balance sheet data at March 31, 2013 and December 31, 2012 relates to Tronox Limited. The balance sheet data at March 31, 2012, and December 31, 2011, 2010, 2009 and 2008 relates to Tronox Incorporated.

This information should be read in conjunction with our unaudited Condensed Consolidated Financial Statements (including the notes thereto) for the three months ended March 31, 2013 and 2012, our Consolidated Financial Statements (including the notes thereto) for the years ended December 31, 2012, 2011 and 2010, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in this prospectus.

	Successor												Predecessor
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31,
																2010			2009			2008
	(Millions of dollars, except per share data)
Statement of Operations Data:
Net Sales	$	470		$	434		$	1,832		$	1,543		$	108		$	1,218		$	1,070		$	1,246
Cost of goods sold		438			277			(1,568	)		(1,104	)		(83	)		(996	)		(932	)		(1,133	)
Gross Margin		32			157			264			439			25			222			138			113
Selling, general and administrative expenses		51			44			(239	)		(152	)		(5	)		(59	)		(72	)		(114	)
Litigation/arbitration settlement		—			—			—			10			—			—			—			—
Gain on land sales		—			—			—			—			—			—			1			25
Impairment of long-lived assets(1)		—			—			—			—			—			—			—			(25	)
Restructuring charges(2)		—			—			—			—			—			—			(17	)		(10	)
Net loss on deconsolidation of subsidiary		—			—			—			—			—			—			(24	)		—
Provision for environmental remediation and restoration, net of reimbursements(3)		—			—			—			5			—			47			—			(73	)
Income (Loss) from Operations		(19	)		113			25			302			20			210			26			(84	)
Interest and debt expense(4)		(27	)		(8	)		(65	)		(30	)		(3	)		(50	)		(36	)		(54	)
Loss on extinguishment of debt		(4	)		—			—			—			—			—			—			—
Other income (expense)		6			(1	)		(7	)		(10	)		2			(8	)		(11	)		(10	)
Gain on bargain purchase		—			—			1,055			—			—			—			—			—
Reorganization income (expense)		—			—			—			—			613			(145	)		(10	)		—
Income (Loss) from Continuing Operations before Income Taxes		(44	)		104			1,008			262			632			7			(31	)		(148	)
Income tax benefit (provision)		(1	)		(18	)		125			(20	)		(1	)		(2	)		2			2
Income (Loss) from Continuing Operations		—			—			1,133			242			631			5			(29	)		(146	)
Income (Loss) from discontinued operations, net of income tax benefit (provision)		—			—			—			—			—			1			(10	)		(189	)
Net Income (Loss)		(45	)		86			1,133			242			631			6			(39	)		(335	)
(Income) loss attributable to noncontrolling interest		(12	)		—			1			—			—			—			—			—
Net income attributable to Tronox Limited Shareholders	$	(57	)	$	86		$	1,134		$	242		$	631		$	6		$	(39	)	$	(335	)
Earnings (Loss) from Continuing Operations per Share(5):
Basic	$	(0.50	)	$	1.14		$	11.37		$	3.22		$	15.28		$	0.11		$	(0.70	)	$	(3.55	)
Diluted	$	(0.50	)	$	1.10		$	11.10		$	3.10		$	15.25		$	0.11		$	(0.70	)	$	(3.55	)

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	Successor								Predecessor
	Three Months Ended March 31, 2013		Three Months Ended March 31, 2012		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011			Year Ended December 31,
												2010			2009			2008
	(Millions of dollars)
Balance Sheet Data:
Working capital(6)	$	2,330	$	704	$	1,706	$	488	$	458		$	483		$	489		$	(247	)
Property, plant and equipment, net and Mineral leasehold, net	$	2,737		559	$	2,862		542		318			316			314			347
Total assets	$	6,015	$	1,903	$	5,511	$	1,657	$	1,091		$	1,098		$	1,118		$	1,045
Noncurrent liabilities:
Long-term debt(6)	$	2,396	$	552	$	1,605	$	421	$	421		$	421		$	423		$	—
Environmental remediation and/or restoration(7)		—		1		—		1		1			1			—			546
All other noncurrent liabilities		543		207		557		203		153			154			50			125
Total liabilities(9)	$	3,319	$	1,055	$	2,629	$	905	$	848		$	828		$	683		$	1,642
Liabilities subject to compromise	$	—	$	—	$	—	$	—	$	897		$	900		$	1,048		$	—
Total equity	$	2,696	$	848	$	2,882	$	752	$	(654	)	$	(630	)	$	(613	)	$	(598	)
Supplemental Information:
Depreciation, depletion and amortization expense	$	73	$	22	$	211	$	79	$	4		$	50		$	53		$	76
Capital expenditures	$	45	$	21	$	166	$	133	$	6		$	45		$	24		$	34
EBITDA(8)	$	55	$	134	$	1,284	$	371	$	639		$	108		$	49		$	(207	)
Adjusted EBITDA(8)	$	73	$	151	$	503	$	468	$	24		$	203		$	142		$	99

(1) In 2008, Tronox Incorporated recorded impairment charges for long-lived assets of approximately $3 million related to Savannah, Georgia, and approximately $22 million related to Botlek, the Netherlands.

(2) Restructuring charges in 2009 were primarily the result of the idling of Tronox Incorporated’s Savannah plant. Restructuring charges in 2008 resulted primarily from work force reduction programs, along with asset retirement obligation adjustments.

(3) In 2010, Tronox Incorporated recorded receivables from its insurance carrier related to environmental clean-up obligations at the Henderson facility. Due to the accounting for certain legacy liabilities, the obligation for this clean-up work had been recorded in 2008 and prior years.

(4) Excludes $3 million, $33 million and $32 million in the one month ended January 31, 2011 and years ended December 31, 2010 and 2009, respectively, that would have been payable under the terms of the 9.5% senior unsecured notes.

(5) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 of Notes to Consolidated Financial Statements for additional information regarding the Company’s share split.

(6) Working capital is defined as the excess (deficit) of current assets over current liabilities. Due to Tronox Incorporated’s financial condition at December 31, 2008, the entire balance of our outstanding debt of $563 million was classified as current obligations, resulting in long-term debt having a balance of $0 and working capital being a deficit. In 2009, the $350 million senior unsecured notes were reclassified to Liabilities Subject to Comprise.

(7) As a result of the bankruptcy filing and certain legacy liabilities accounting, environmental remediation and/or restoration liabilities were reclassified to Liabilities Subject to Compromise in 2009.

(8) EBITDA represents income (loss) before interest expense, income tax benefit (provision), and depreciation and amortization expense. Adjusted EBITDA represents EBITDA as further adjusted to reflect certain items, including as permitted by the applicable credit facilities then in effect.

(9) Represents total liabilities before liabilities subject to compromise.

EBITDA and Adjusted EBITDA, which are used by management to measure performance, are non-U.S. GAAP financial measures. Management believes that EBITDA is useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP and do not purport to be an alternative measure of our financial performance as determined in accordance with U.S. GAAP. Because other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA and Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies.

Management believes these non-U.S. GAAP financial measures:

• Reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;

• Provide useful information in understanding and evaluating our operating results and comparing financial results across periods;

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• Provide a normalized view of our operating performance by excluding items that are either non-cash or non-recurring in nature;

• Enable investors to assess our compliance with financial covenants under our debt instruments; and

• Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results.

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA for the periods presented:

	Successor												Predecessor
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December  31, 2010			Year Ended December  31, 2009			Year Ended December  31, 2008
	(Millions of dollars)
Net income (loss)	$	(45	)	$	86		$	1,133		$	242		$	631		$	6		$	(39	)	$	(335	)
Interest and debt expense, net of interest income		26			8			65			30			3			50			36			54
Income tax provision (benefit)		1			18			(125	)		20			1			2			(1	)		(2	)
Depreciation and amortization expense		73			22			211			79			4			50			53			76
EBITDA		55			134			1,284			371			639			108			49			(207	)
Gain on bargain purchase		—			—			(1,055	)		—
Amortization of inventory step up and unfavorable ore sales contracts from purchase accounting		8			—			152			—			—			—			—			—
Share-based compensation		5			7			31			14			—			1			—			1
Loss on extinguishment of debt		4			—			—			—			—			—			—			—
Transfer tax incurred due to acquisition		—			—			37			—			—			—			—			—
Reorganization expense associated with bankruptcy(a)		—			—			—			—			46			145			10			—
Gain on fresh-start accounting		—			—			—			—			(659	)		—			—			—
Provision for environmental remediation and restoration, net of reimbursements(b)		—			—			—			(5	)		—			(47	)		—			73
(Income) loss from discontinued operations		—			—			—			—			—			(1	)		10			189
Restructuring costs not associated with the bankruptcy(c)		—			—			—			—			—			—			—			14
Pension and postretirement settlement/curtailments		—			—			—			—			—			—			10			26
Loss on sale of assets		—			—			—			—			—			—			(1	)		(25	)
Impairment charges(d)		—			—			—			—						—			1			25
Unusual or non-recurring items(e)		—			—			—			—			—			—			24			—
Litigation/arbitration settlement		—			—			—			(10	)		—			—			—			—
Amortization of fresh-start inventory step up		—			—			—			36			—			—			—			—
Foreign currency remeasurement		(6	)		(1	)		6			7			(1	)		12			15			(7	)
Transactions costs and financial statement restatement costs(f)		—			9			32			39			—			—			—			—
Other items(g)		7			2			16			16			(1	)		(15	)		24			10
Adjusted EBITDA	$	73		$	151		$	503		$	468		$	24		$	203		$	142		$	99

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(a) Tronox Incorporated incurred costs related to the Chapter 11 bankruptcy proceedings. These items include cash and non-cash charges related to contract terminations, prepetition obligations, debtor-in-possession financing costs, legal and professional fees.

(b) In 2010, Tronox Incorporated recorded receivables from its insurance carrier related to environmental clean-up obligations at the Henderson facility. Due to the accounting for certain legacy liabilities, as described in notes 1 and 5 to the annual Consolidated Financial Statements, the obligation for this clean-up work had been recorded in 2008 and prior years.

(c) Restructuring costs in 2008 resulted primarily from work force reduction programs along with asset retirement obligation adjustments.

(d) In 2008, Tronox Incorporated recorded impairment charges for long-lived assets of approximately $3 million related to Savannah, Georgia, and approximately $22 million related to Botlek, the Netherlands.

(e) The 2009 amount represents the net loss on deconsolidation of Tronox Incorporated’s German subsidiaries.

(f) During 2012, transaction costs consist of costs associated with the acquisition of the mineral sands business, including banker fees, legal and professional fees, as well as costs associated with the preparation and amending of the registration statement on Form S-4 filed with the Securities and Exchange Commission in connection with the Transaction and costs associated with the integration of the mineral sands business that occurred after the closing of the Transaction. During the eleven months ended December 31, 2011, transaction costs and financial statement restatement costs include expenses related to the Transaction, fresh-start accounting fees, costs associated with restating Tronox Incorporated’s environmental reserves and the auditing of the historical financial statements. Costs associated with the Transaction include legal and professional fees related to due diligence and transaction advice as well as investment banking fees.

(g) Includes noncash pension and postretirement healthcare costs, accretion expense, fixed asset write-downs and abandonment expense, gains and losses on the sale of assets, noncash gains on liquidation of a subsidiary, income (loss) from discontinued operations, and other noncash or non-recurring income or expenses. Additionally, Tronox Incorporated incurred legal fees associated with the exit from bankruptcy.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the information contained in Tronox Limited’s unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2013 and 2012 and the related notes thereto, and the audited Consolidated Financial Statements for the years ended December 31, 2012, 2011 and 2010 and the related notes thereto. This discussion contains forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. See “Cautionary Note Regarding Forward- Looking Statements.”

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of Income from Operations, EBITDA and Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because they provide us and readers of prospectus with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of Income from Operations to Income from Continuing Operations, the most comparable U.S. GAAP measure is provided herein. A reconciliation of Net income to EBITDA and Adjusted EBITDA is also provided herein.

Overview

We are a global leader in the production and marketing of titanium bearing mineral sands and TiO₂. We are the third largest global producer and marketer of TiO₂ manufactured via chloride technology, as well as the third largest global producer of titanium feedstock and a leader in global zircon production. We have operations in North America, Europe, South Africa and the Asia-Pacific region. We operate three TiO₂ facilities at the following locations: Hamilton, Mississippi; Botlek, the Netherlands; and Kwinana, Western Australia, representing approximately 465,000 tonnes of annual TiO₂ production capacity. Additionally, we operate three separate mining operations: KZN Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo Sands located in Western Australia, which have a combined annual production capacity of approximately 753,000 tonnes of titanium feedstock and approximately 265,000 tonnes of zircon.

We have two reportable operating segments, Mineral Sands and Pigment. Corporate and other is comprised of our electrolytic manufacturing and marketing operations, as well as our corporate activities, including businesses that are no longer in operation.

The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits. These operations produce titanium feedstock, including ilmenite, chloride slag, slag fines and rutile, as well as zircon and pig iron. Titanium feedstock is used primarily to manufacture TiO₂. Zircon is a mineral which is primarily used as an opacifier in ceramic glazes for tiles, plates, dishes and industrial products.

The pigment segment primarily produces and markets TiO₂. TiO₂ is used in a wide range of products due to its ability to impart whiteness, brightness and opacity. TiO₂ is used extensively in the manufacture of paint and other coatings, plastics and paper and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics and pharmaceuticals. TiO₂ is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. We believe that, at present, TiO₂ has no effective substitute because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated in a cost-effective manner.

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Acquisition of Mineral Sands Business

Because we believed that becoming vertically integrated would benefit us by assuring our access to critical supply, retaining cash and margin in the Company, and enabling general operating flexibility, we acquired a global producer of mineral sands with production facilities and sales and marketing presence strategically positioned throughout the world. Specifically, we acquired 74% of Exxaro’s mineral sands business, pursuant to the Transaction. On the Transaction Date, the existing business of Tronox Incorporated was combined with the mineral sands business under Tronox Limited. As such, as of the Transaction Date, we own 100% of the operations formerly operated by the Tiwest Joint Venture.

Prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture with Exxaro Australia Sands Pty Ltd., a subsidiary of Exxaro, which operated a chloride process TiO₂ plant located in Kwinana, Western Australia, a mining operation in Cooljarloo, Western Australia, and a mineral separation plant and a synthetic rutile processing facility, both in Chandala, Western Australia.

Recent Developments

Dividends Declared—On February 19, 2013, the Board declared a quarterly dividend of $0.25 per share which was paid on March 20, 2013 to holders of our Class A Shares and Class B Shares at close of business on March 6, 2013, totaling approximately $29 million. On May 7, 2013, the Board declared a quarterly dividend of $0.25 per share to holders of Class A Shares and Class B Shares, totaling approximately $29 million. See Note 14 of Notes to unaudited Condensed Consolidated Financial Statements.

Extinguishment of Debt—On February 28, 2013, we repaid the outstanding principal balance of $149 million, plus interest, related to the $150 million Senior Secured Delayed Draw Term Loan (the “Senior Secured Delayed Draw Term Loan”). See Note 11 of Notes to unaudited Condensed Consolidated Financial Statements.

Term Loan—On March 19, 2013, we entered into an Amended and Restated Credit and Guaranty Agreement (the “Amended and Restated Credit Agreement”). Pursuant to the Amended and Restated Credit Agreement, we obtained the Term Loan, which matures on March 19, 2020. See Note 11 of Notes to unaudited Condensed Consolidated Financial Statements.

Executive Management Departure—On February 9, 2013, Daniel D. Greenwell voluntarily resigned as Chief Financial Officer, effective March 31, 2013. In connection with Mr. Greenwell’s resignation, Mr. Greenwell and the Company executed a separation agreement (the “Greenwell Separation Agreement”). Pursuant to the terms of the Greenwell Separation Agreement, Mr. Greenwell received a lump sum cash payment equal to $1.4 million and immediate accelerated vesting of 25,208 shares of restricted stock and 11,167 options. In addition, he received continued coverage under the Company’s benefit plans or equivalent coverage until September 30, 2014.

Dividends Declared—On November 8, 2012, our Tronox Limited Board of Directors (our “Board”) declared a quarterly dividend of $0.25 per share to holders of our Class A Shares and Class B Shares, totaling approximately $29 million. On June 26, 2012, our Board declared a quarterly dividend of $0.25 per share to holders of our Class A Shares and Class B Shares, totaling $32 million. See Note 15 of Notes to Consolidated Financial Statements.

Exxaro Class A Share Purchase Agreement—During October 2012, Exxaro purchased 1.4 million Class A Shares in the open market purchases. At December 31, 2012, Exxaro held approximately 44.6% of the voting securities of Tronox Limited. See Note 15 of Notes to Consolidated Financial Statements.

Executive Management Departure—On September 30, 2012, we entered into a Separation Letter Agreement with Robert C. Gibney, former Senior Vice President and Chief Administrative Officer of Tronox Limited. Mr. Gibney’s resignation was effective on September 29, 2012 (the “Gibney Separation Date”). Pursuant to his

55

agreement, among other things, Mr. Gibney will receive severance in the amount of $650,000 payable biweekly over the 365 days following the Gibney Separation Date. We accrued for Mr. Gibney’s severance as of the Gibney Separation Date. Additionally, 7,500 restricted shares vested immediately and all remaining unvested awards were immediately forfeited and cancelled without any consideration being paid.

T-Bucks Employee Participation Plan (“T-Bucks EPP”)—In September 2012, we created the T-Bucks EPP for the benefit of certain employees in South Africa. An initial capital contribution to the T-Bucks Trust of R124 million (approximately $15 million), was used to acquire 548,234 Class A Shares. See Note 19 of Notes to Consolidated Financial Statements.

Regulatory Approval—In September 2012, the South African Department of Mineral Resources approved our amendment application to the Environmental Management Program for Project Fairbreeze. This, together with the National Environmental Management Act authorization received earlier this year, allows us to commence with selected construction activities while awaiting further authorizations. During October 2012, the Mtunzini Conservatory filed an application for an injunction to halt the early-phase construction at our KZN Fairbreeze mine. We opposed the injunction and received a favorable court ruling and cost award in the matter. We recently entered into a settlement agreement with the Mtunzini Conservancy that settled the cost claim and will allow us to continue with early-phase construction as planned.

Share Repurchases—During 2012, we repurchased 12.6 million Class A Shares, affected for the 5-for-1 share split, at an average price of $25.84 per share, inclusive of commissions, for a total cost of $326 million. On September 27, 2012, we announced the successful completion of our share repurchase program. See Note 15 of Notes to Consolidated Financial Statements.

Senior Notes—On August 20, 2012, Tronox Limited’s wholly-owned subsidiary, Tronox Finance LLC, issued $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Senior Notes”). The Senior Notes bear interest semiannually at a rate equal to 6.375% and were sold at par value. See Note 12 of Notes to Consolidated Financial Statements.

Share Split Declared—On June 26, 2012, our Board of Directors approved a 5-to-1 share split for holders of our Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class. See Note 15 of Notes to Consolidated Financial Statements.

UBS Revolver—On June 18, 2012, in connection with the closing of the Transaction, we entered into the UBS Revolver with a maturity date of June 18, 2017. The UBS Revolver provides us with a committed source of capital with a principal borrowing amount of up to $300 million, subject to a borrowing base. See Note 12 of Notes to Consolidated Financial Statements.

ABSA Revolver—In connection with the Transaction, we entered into the R900 million (approximately $106 million) ABSA Revolver. See Note 12 of Notes to Consolidated Financial Statements.

Term Loan Draw Down—On June 14, 2012, in connection with the closing of the Transaction, we drew down the $150 million on the Senior Secured Delayed Draw Term Loan (as discussed in Exit Facility Refinancing below). See Note 12 of Notes to Consolidated Financial Statements.

Refinancing of the Wells Revolver—On February 8, 2012, Tronox Incorporated amended the Wells Revolver to facilitate the Transaction while keeping the revolver in force. On June 18, 2012, in connection with the Transaction, we utilized the UBS Revolver to refinance the $125 million senior secured credit agreement with Wells Fargo Capital Finance, LLC (the “Wells Revolver”). See Note 12 of Notes to Consolidated Financial Statements.

Exit Facility Refinancing—On February 8, 2012, Tronox Incorporated refinanced its $425 million exit facility due October 21, 2015 (the “Exit Financing Facility”), and obtained a new Goldman Sachs facility

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comprised of a $550 million Senior Secured Term Loan and a $150 million Senior Secured Delayed Draw Term Loan (together, the “Term Facility”). The Term Facility expressly permitted the Transaction and, together with existing cash, funded the cash needs of the combined business, including cash needs in the Transaction. See Note 12 of Notes to Consolidated Financial Statements.

Business Environment

The following discussion includes trends and factors that may affect future operating results.

Vertical Integration—Our integration plan is on track to more fully demonstrate the material cost advantages it gives us. The vertical integration of titanium feedstock and TiO₂ production provides us with a secure and cost competitive supply of high grade titanium feedstock over the long term. Our ability to supply all of the feedstock that our pigment operations require enables us to balance our consumption and sales in ways that we believe our competitors cannot. During the first quarter of 2013, titanium feedstock sold internally to the pigment segment increased. As a result, during the first quarter of 2013, we cancelled contracts with two external ore suppliers.

Mineral Sands—Titanium feedstock experienced a rise in selling prices during the first quarter of 2013, as a portion of legacy third-party sales contracts priced below market expired, while rutile and zircon pricing declined more modestly. We believe the market will strengthen particularly during the second half of 2013 and, as it does, our low cost position should enable us to achieve higher margins, significantly reduce earnings volatility and strong cash generation by selling feedstock indirectly into the market and by consuming feedstock at the cost of extraction and beneficiation for our pigment business.

Pigment—During the first quarter of 2013, we saw an increase of TiO₂ sales volumes from the fourth quarter of 2012 in all three major regions; however we saw a decrease in selling prices. We continue to anticipate the global market for pigment to strengthen in the second half of 2013.

Supply and Demand—During 2013, we expect to see sequential demand momentum in both the mineral sands and pigment businesses. Our vertical integration continues on plan with an increasing percentage of titanium feedstock used by our pigment business sourced internally from our mineral sands business.

Competition—We operate in highly competitive markets, and face competition not only from chloride process pigment producers, but also sulphate process pigment producers. Moreover, because transport costs are minor relative to the cost of our product, there is also some competition between products produced in one region versus products produced in another region.

Seasonality—The demand for TiO₂ during a given year is subject to seasonal fluctuations. Because TiO₂ is widely used in paint and other coatings, titanium feedstocks are in higher demand prior to the painting season (spring and summer in the Northern Hemisphere), and pig iron is in lower demand during the European summer holidays, when many steel plants and foundries undergo maintenance. Zircon generally is a non-seasonal product but is negatively impacted by the Chinese New Year holiday due to reduced zircon demand from China.

Currency Exchange Rates—The financial condition and results of operations of our operating entities in the Netherlands, Australia and South Africa are reported in various foreign currencies and then converted into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements. As a result, any volatility of the U.S. dollar against these foreign currencies creates uncertainty for and may have a positive or negative impact on reported sales and operating results. Foreign currency effects appear in our financial statements in several ways. First, they impact reported amounts of revenues and expenses and are embedded in each line item of the financial statements. Second, for changes in reported asset and liability amounts, changes are reported in either other income (expense) on the unaudited Condensed Consolidated Statements of Operations or in cumulative translation adjustments in “Accumulated other comprehensive income (loss)” on the unaudited Condensed Consolidated Balance Sheets.

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For the first quarter of 2013, the U.S. dollar strengthened approximately 8% against the South African Rand.

Environmental—We currently report and manage greenhouse gas (“GHG”) emissions as required by law for sites located in areas (European Union/Australia) requiring such managing and reporting. While the United States has not adopted any federal climate change legislation, the EPA has introduced some GHG programs. For example, under the EPA’s GHG “Tailoring Rule,” expansions or new construction could be subject to the Clean Air Act’s Prevention of Significant Deterioration (“PSD”) requirements. Some of our facilities are currently subject to GHG emissions monitoring and reporting. Changes or additional requirements due to GHG regulations could impact our capital and operating costs. However, it is not possible at the present time to estimate any financial impacts to these U.S. operating sites. Also, some in the scientific community believe that increasing concentrations of GHGs in the atmosphere may result in climatic changes. Depending on the severity of climatic changes, our operations could be adversely affected. The Western Australian operations are subject to a new Australian carbon tax law that went into effect in July 2012, resulting in an approximate $7 million impact annually.

Political and social unrest in South Africa—South Africa has been experiencing political and social unrest in several mining industries. Additionally, South Africa has been experiencing electricity interruptions due to labor unrest. Changes to or instability in the economic or political environment in South Africa or neighboring countries, especially if such changes create political instability, actual or potential shortages of production materials or labor unrest, could result in production delays and production shortfalls and materially impact our production and results of operations. We negotiate new labor contracts with the unions in South Africa annually. We consider relations with our employees to be stable.

Consolidated Results of Operations

Three Months Ended March 31, 2013 Compared to the Three Months Ended March 31, 2012

	Three Months Ended March 31,
	2013			2012			Variance
Net Sales	$	470		$	434		$	36
Cost of goods sold		438			277			161
Gross Margin		32			157			(125	)
Selling, general and administrative expenses		51			44			7
Income (Loss) from Operations		(19	)		113			(132	)
Interest and debt expense		(27	)		(8	)		(19	)
Loss on extinguishment of debt		(4	)		—			(4	)
Other income (expense)		6			(1	)		7
Income (Loss) before Income Taxes		(44	)		104			(148	)
Income tax provision		(1	)		(18	)		17
Net (Loss) Income		(45	)		86			(131	)
Income attributable to noncontrolling interest		12			—			12
Net (Loss) Income attributable to Tronox Limited	$	(57	)	$	86		$	(143	)

We reported net sales for the first quarter of 2013 of $470 million, an increase of 8%. The increase in net sales for 2013 reflects the impact of the acquired businesses and higher volumes in the pigment business, partially offset by lower selling prices. The acquired businesses contributed $134 million to consolidated net sales during 2013. Higher volumes in the pigment business primarily reflect an increase in shipments to the Asia-Pacific region. Lower prices primarily resulted from softening market demand in the pigment business in late 2011 and early 2012, which accelerated in the latter half of 2012. The impact of foreign currency exchange rates increased net sales by $1 million during 2013 as compared to 2012.

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Cost of goods sold for the first quarter of 2013 was $438 million, an increase of 58%. The increase principally reflects the inclusion of the acquired business, higher pigment production costs, primarily for raw materials and chemical products, higher per unit costs due to lower capacity utilization during 2013, and an increase in sales volumes. Cost of goods sold for 2013 includes $8 million of net non-cash amortization of inventory step-up and unfavorable ore sales contracts as a result of purchase accounting.

Our gross margin decreased $125 million during the first quarter of 2013 to 7% of net sales as compared to 36% of net sales in 2012. This decrease was principally due to higher input costs and lower selling prices in the pigment business. Net noncash amortization of $8 million as a result of purchase accounting impacted the 2013 gross margin by 2%.

Selling, general and administrative (“SG&A”) expenses were $51 million in the first quarter of 2013, an increase of $7 million or 16% during 2013 as compared to 2012. During 2013, the acquired business accounted for approximately $5 million of our total selling, general and administrative costs. The remaining net increase during 2013 compared to 2012 is primarily due to an increase in severance expense related to the departure of the chief financial officer and increased costs for corporate relocation, partially offset by a decrease related to share-based compensation awards.

Interest and debt expense for the first quarter of 2013 was $27 million, an increase of $19 million. The increase is primarily attributable to interest expense on the $900 million Senior Notes of $14 million during 2013, as well as the amortization of debt issuance costs associated with the Senior Notes of $1 million.

In February 2013, we repaid the outstanding principal balance of $149 million at par, plus interest, related to the $150 million Senior Secured Delayed Draw Term Loan. In accordance with Accounting Standards Codification (“ASC”) 470, Debt, the Company accounted for such repayment as an extinguishment of debt. As such, the Company recognized a loss on the early extinguishment of debt of $4 million related to the allocated portion of the unamortized original issue discount and debt issuance costs.

The negative effective tax rate for the three months ended March 31, 2013, differs from the Australian statutory rate of 30% primarily due to withholding tax accruals, valuation allowances in the United States, and income in foreign jurisdictions taxed at rates different than 30%. The effective tax rate for the three months ended March 31, 2012, differs from the U.S. statutory rate of 35% primarily due to valuation allowances in the United States and income in foreign jurisdictions taxed at rates different than 35%.

The Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of current alternative minimum tax and state tax payments until the valuation allowance in the United States is eliminated. ASC 740, Income Taxes (“ASC 740”), requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

Operations Review of Segment Revenue and Profit

Net Sales

	Three Months Ended March 31,
	2013			2012			Variance
Mineral Sands segment	$	298		$	83		$	215
Pigment segment		288			362			(74	)
Corporate and other		27			31			(4	)
Eliminations		(143	)		(42	)		(101	)
Net Sales	$	470		$	434		$	36

59

Mineral Sands segment

Net sales increased $215 million during 2013 as compared to 2012. The increase is primarily attributable to the acquired business which, on a segment basis, contributed $241 million in revenue during 2013. The remaining decrease was primarily comprised of a $31 million decrease in selling prices, offset by a $6 million increase due to sales volume. Minerals Sands selling prices declined principally due to a depressed zircon market. Minerals sales volumes were higher primarily due to increased shipments of synthetic rutile to our pigments business, as we move towards full internal sourcing.

Pigment segment

Pigment segment net sales decreased $74 million, or 20% during 2013 as compared to 2012. The decrease is primarily due to a decrease in selling prices of $91 million, offset by higher volumes of $16 million. The volume impact reflects increased shipments to the Asia-Pacific region. The effect of changes in foreign currency positively impacted pigment net sales by $1 million.

Corporate and other

Net sales decreased $4 million, or 13% during 2013 as compared to 2012. Corporate and other includes our electrolytic manufacturing business. Electrolytic and other chemical products net sales were lower primarily due to lower volumes of sodium chlorate and EMD, and to a lesser extent, lower selling prices for EMD.

Income from Operations

	Three Months Ended March 31,
	2013			2012			Variance
Mineral Sands segment	$	96		$	51		$	45
Pigment segment		(68	)		109			(177	)
Corporate and other		(24	)		(28	)		4
Eliminations		(23	)		(19	)		(4	)
Income (loss) from operations		(19	)		113			(132	)
Interest and debt expense		(27	)		(8	)		(19	)
Loss on extinguishment of debt		(4	)		—			(4	)
Other income (expense)		6			(1	)		7
Income (loss) from operations before taxes		(44	)		104			(148	)
Income tax provision		(1	)		(18	)		17
Net income (loss)	$	(45	)	$	86		$	(131	)

Mineral Sands segment

Income from operations increased $45 million during 2013. The acquired businesses contributed $74 million to segment income from operations during 2013. The remaining decrease of $29 million during 2013 is primarily attributable to a $31 million decrease in selling prices, offset by higher volumes of $3 million. Cost of goods sold in the Mineral Sands segment in 2013, includes net noncash charges of $8 million related to purchase accounting adjustments for inventory step-up and unfavorable contract amortization.

Pigment segment

Income from operations decreased $177 million during 2013, which was primarily driven by lower selling prices of $91 million, and higher costs, principally for feedstock ores, and other chemicals of $75 million.

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Consolidated Results of Operations

Emergence from Chapter 11

On January 12, 2009 (the “Petition Date”), Tronox Incorporated and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). On November 30, 2010 (the “Confirmation Date”), the Bankruptcy Court confirmed (the “Confirmation Order”) the Debtors’ First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated November 5, 2010 (as amended and confirmed, the “Plan”). Material conditions to the Plan were resolved during the period from the Confirmation Date until January 26, 2011. Subsequently, on February 14, 2011 (the “Effective Date”), Tronox Incorporated emerged from bankruptcy and continued operations as reorganized Tronox Incorporated.

The consummation of the Plan resulted in a substantial realignment of the interests in Tronox Incorporated between existing prepetition creditors and shareholders. As a result, Tronox Incorporated was required to adopt fresh-start accounting. Having resolved the material contingencies related to implementing the Plan on January 26, 2011 and due to the proximity to the end of month accounting period, which closed on January 31, 2011, Tronox Incorporated applied fresh-start accounting as of January 31, 2011. Tronox Incorporated evaluated the activity between January 26, 2011 and January 31, 2011 and, based upon the immateriality of such activity, concluded that the use of January 31, 2011 to reflect the fresh-start accounting adjustments was appropriate for financial reporting purposes. The use of the January 31, 2011 date is for financial reporting purposes only and does not affect the Effective Date of the Plan. Accordingly, the financial information set forth in this report, unless otherwise expressly set forth or as the context otherwise indicates, reflects the consolidated results of operations and financial condition of Tronox Incorporated and its subsidiaries on a fresh-start basis for the period following January 31, 2011 (“Successor”), and of Tronox Incorporated and its subsidiaries on a historical basis for the periods through January 31, 2011 (“Predecessor”). All references to 2011 refer to the combined twelve month period ended December 31, 2011, which includes the Successor period and the Predecessor period, unless otherwise indicated.

Year Ended December 31, 2012 Compared to the Combined Twelve Month Period Ended December 31, 2011

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Net Sales	$	1,832		$	1,543		$	108
Cost of goods sold		(1,568	)		(1,104	)		(83	)
Gross Margin		264			439			25
Selling, general and administrative expenses		(239	)		(152	)		(5	)
Litigation/arbitration settlement		—			10			—
Provision for environmental remediation and restoration, net of reimbursements		—			5			—
Income from Operations		25			302			20
Interest and debt expense		(65	)		(30	)		(3	)
Other income (expense)		(7	)		(10	)		2
Gain on bargain purchase		1,055			—			—
Reorganization income		—			—			613
Income from Continuing Operations before Income Taxes		1,008			262			632
Income tax benefit (provision)		125			(20	)		(1	)
Net Income	$	1,133		$	242		$	631

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We reported net sales for 2012 of $1,832 million, an increase of 11% or $181 million. During 2012 and 2011, 68% and 86%, respectively, of our net sales were generated from the sale of TiO_2. The increase in net sales for 2012 reflects the impact of the acquired businesses, higher selling prices in all of our businesses partially offset by lower sales volumes. The acquired businesses contributed $524 million to consolidated net sales during 2012. Higher prices resulted from a strong market in early-to-mid 2011 and the carryover of price increases from 2011. As market demand softened in late 2011 and early 2012, we began to experience price erosion which accelerated in the latter half of 2012. During 2012, sales volumes declined in both the mineral sands and pigment businesses due to simultaneous market weakness in China, Europe, and North America. The impact of foreign currency exchange rates decreased net sales by $25 million during 2012 as compared to 2011.

Cost of goods sold for 2012 was $1,568 million, an increase of 32% or $381 million. The increase reflects the inclusion of the acquired business, higher pigment production costs, primarily for raw materials and chemical products, as well as higher per unit costs due to lower capacity utilization during 2012, partially offset by a decrease in sales volumes. Cost of goods sold for 2012 includes $152 million of non-cash amortization of inventory step-up and unfavorable ore sales contracts as a result of purchase accounting. During 2012, we reduced pigment production volumes in response to decreased sales volumes. Unfavorable exchange rate changes primarily due to movements in the Australian dollar increased cost of sales by $52 million 2012 as compared to 2011.

Our gross margin decreased $200 million during 2012 to 14% of net sales as compared to 28% of net sales in 2011. Noncash amortization of $152 million as a result of purchase accounting impacted the 2012 gross margin by 1%, with the remainder primarily due to higher costs and lower sales volumes, partially offset by higher selling prices.

Selling, general and administrative expenses were $239 million in 2012, an increase of $82 million or 52% during 2012 as compared to 2011. During 2012, the acquired business accounted for approximately $20 million of our total selling, general and administrative costs. The increase during 2012 compared to 2011 is primarily due to:

• Increase of $16 million related to share-based compensation awards vesting to employees upon consummation of the Transaction.

• Increase in severance expense of $1 million related to the change in the Company’s CEO, as well as other positions that have been eliminated as a result of the Transaction.

• Stamp duty taxes of $37 million recorded in 2012 based upon the transfer of the mineral sands business to Tronox.

• Increased costs for corporate relocation, including rent, staffing and recruiting costs of $4 million in 2012.

• Increase in depreciation and amortization of $3 million primarily due to the amortization of internal-use software during 2012, as well as additional depreciation on fixed assets acquired in the Transaction.

Interest and debt expense for 2012 was $65 million, an increase of $32 million. The increase is primarily attributable to interest expense on the Senior Notes, the new asset based lending facilities, the refinanced Term Facility, as well as an increase in the amortization of deferred debt issuance costs. Interest expense increased as we financed the acquisition, specifically the merger consideration, and subsequently established the capital structure for the company. Interest expense related to the Senior Notes was $21 million during 2012. Interest expense related to the new Term Facility was $29 million during 2012 versus $30 million in 2011. Amortization of deferred debt issuance costs and discount on debt increased $9 million during 2012 due to refinancing of the Wells Revolver. In connection with obtaining the Term Facility, we incurred debt issuance costs of $17 million, of which $5 million was paid in 2011 and $12 million was paid in 2012. We also incurred $17 million of issuance costs in connection with the Senior Notes.

The acquisition of the mineral sands business resulted in a one-time gain on bargain purchase of $1,055 million, which was based on the estimated fair value of the assets and liabilities assumed.

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We recognized reorganization income of $613 million during 2011 relating to a $659 million gain recognized due to implementation of fresh-start accounting and the discharge of debt and satisfaction of claims, partially offset by $46 million of reorganization expenses including legal and professional fees, claims adjustments and other fees related to a $185 million rights offering and debt financing.

The negative effective tax rate for 2012 differs from the Australian statutory tax rate of 30% as a result of the release of a valuation allowance in a foreign jurisdiction and as a consequence of re-domiciling certain subsidiaries in Australia. Because the Australian tax laws provide for a resetting of the tax basis of the business assets to market value, we recorded a tax benefit related to this market value basis adjustment. The overall tax benefit from this basis adjustment was partially offset by a valuation allowance established for the portion of the tax benefit which we believe will not be realized. Because this basis change did not pertain to an entity acquired in the Transaction, this net tax benefit was recorded through tax expense and did not impact our gain on bargain purchase.

Additionally, 2012 was impacted by continued valuation allowances in the United States and income in foreign jurisdictions taxed at rates lower than 30%, and the gain on bargain purchase which was recorded net of the financial tax impact and is not subject to income tax in any jurisdiction.

The effective tax rates for the eleven month period ended December 31, 2011 differs from the U.S. statutory rate of 35% primarily due to valuation allowances in the United States and income in foreign jurisdictions taxed at rates lower than 35%. In the one month ended January 31, 2011, the effective tax rate for the period differs from the U.S. statutory rate of 35% primarily due to fresh-start adjustments, which were recorded net of tax. Additionally, the one month period effective tax rate was impacted by valuation allowances in multiple jurisdictions and income in foreign jurisdictions taxed at rates lower than 35%.

Operations Review of Segment Revenue and Profit

Net Sales

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			YTD Change
Mineral Sands segment	$	760		$	160		$	8		$	592
Pigment segment		1,246			1,327			89			(170	)
Corporate and other		128			133			14			(19	)
Eliminations		(302	)		(77	)		(3	)		(222	)
Net Sales	$	1,832		$	1,543		$	108		$	181

Mineral Sands segment

Net sales increased $592 million during 2012 as compared to 2011. The increase is attributable to the acquired business which, on a segment basis, contributed $489 million in revenue for the period since the acquisition. The remaining increase was primarily comprised of a $125 million increase in sales prices, offset by a $22 million decrease in sales volumes. Mineral products sales prices, primarily rutile used in the production of TiO₂, increased as a result of strong global demand during the period when forward pricing was negotiated. Synthetic rutile price per tonne increased over 149% during 2012 as compared to 2011, while the natural rutile price per tonne increased approximately 176% during 2012 as compared to 2011. Mineral products volumes decreased during 2012 due to slowing global demand for TiO₂ in 2012. Rutile volumes sold decreased approximately 45% during 2012, while the zircon volumes sold decreased approximately 30% during 2012.

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Pigment segment

Pigment segment net sales decreased 12% during 2012 as compared to 2011. The decrease is primarily due to a 21% reduction in sales volumes amounting to $295 million, partially offset by a 14% increase in selling prices, amounting to $152 million. Unfavorable effects from changes in foreign currency negatively impacted net sales by $25 million while other changes were negative by $2 million.

Corporate and other

Net sales decreased $20 million, or 14% during 2012 as compared to 2011. Corporate and other includes our electrolytic manufacturing business. Electrolytic and other chemical products net sales were essentially flat from year to year with higher selling prices for sodium chlorate offsetting lower volumes of the same product. The overall decrease from 2011 to 2012 is related to the transfer of the sulfuric acid business to an environmental trust upon emergence from bankruptcy as well as reduced revenues generated from our former relationship in the Tiwest joint venture with Exxaro.

Income from Operations

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Change
Mineral Sands segment	$	156		$	42		$	2		$	112
Pigment segment		57			323			20			(286	)
Corporate and other		(139	)		(54	)		(1	)		(84	)
Eliminations		(49	)		(9	)		(1	)		(39	)
Income from operations		25			302			20			(297	)
Interest and debt expense		(65	)		(30	)		(3	)
Other income (expense)		(7	)		(10	)		2
Gain on bargain purchase		1,055			—			—
Reorganization income		—			—			613
Income from operations before taxes		1,008			262			632
Income tax benefit (provision)		125			(20	)		(1	)
Income from continuing operations	$	1,133		$	242		$	631

Mineral Sands segment

Income from operations increased $112 million or 255% during 2012. The acquired businesses contributed $8 million to segment income from operations during 2012. The remaining increase of $104 million during 2012 is primarily attributable to the $125 million increase in selling prices, as discussed above. Cost of goods sold in the Mineral Sands segment, in 2012, includes $136 million of non-cash inventory step-up amortization due to purchase accounting.

Pigment segment

Income from operations decreased $286 million, or 83% during 2012. This decrease was primarily driven by higher costs, specifically for feedstock ores and other chemicals of $352 million and lower sales volumes of $86 million, partially offset by the higher pricing of $152 million discussed above. Pigment segment cost of goods sold during 2012 includes $16 million of noncash inventory step-up amortization due to purchase accounting.

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Corporate and Other

During 2012 income from operations decreased $84 million as compared to 2011. This decrease is primarily attributable to higher selling general and administrative costs of $58 million, a litigation/arbitration settlement of $10 million in 2011 and lower revenues generated from our former relationship in the Tiwest joint venture with Exxaro of $16 million. Selling, general and administrative expenses increased primarily due to share based awards of $17 million, stamp duty transfer taxes of $37 million and costs associated with corporate relocation of $4 million.

Combined Twelve Month Period Ended December 31, 2011 Compared to the Year Ended December 31, 2010

	Successor			Predecessor
	Eleven Months Ended December 31,			One Month Ended January 31,			Year Ended December 31,
	2011			2011			2010
Net Sales	$	1,543		$	108		$	1,218
Cost of goods sold		(1,104	)		(83	)		(996	)
Gross Margin		439			25			222
Selling, general and administrative expenses		(152	)		(5	)		(59	)
Litigation/arbitration settlement		10			—			—
Provision for environmental remediation and restoration, net of reimbursements		5			—			47
Income from Operations		302			20			210
Interest and debt expense		(30	)		(3	)		(50	)
Other income (expense)		(10	)		2			(8	)
Reorganization income (expense)		—			613			(145	)
Income from Continuing Operations before Income Taxes		262			632			7
Income tax provision		(20	)		(1	)		(2	)
Income from Continuing Operations		242			631			5
Income from discontinued operations, net of income tax benefit (provision)		—			—			1
Net Income	$	242		$	631		$	6

References to 2011 refer to the combined twelve month period ended December 31, 2011, which include the Successor period and the Predecessor period, unless otherwise indicated. An analysis of net sales for each business unit is included in the “Operations Review of Segment Revenue and Profit” section below.

We reported net sales of $1,651 million, an increase of $433 million or 36%. During 2011 and 2010, 86% and 83%, respectively of our net sales were generated from the sale of TiO₂. Market conditions in 2011 led to strong global demand for TiO₂ products throughout the first three quarters of 2011. Although demand softened in the fourth quarter, due to customer destocking and slower economic activity globally, our sales price and sales volumes of TiO₂ and mineral products were higher than in 2010.

Cost of goods sold increased 19% during 2011 as compared to 2010. The increase to cost of goods sold resulted from higher sales volumes, increases in production costs for raw materials, chemicals, energy, employee related costs and unfavorable foreign currency effects. Cost of goods sold in 2011 includes $36 million of non-cash fresh-start inventory step-up amortization.

Gross margin increased 109% or $242 million to $439 million in 2011 as compared to 2010. Gross margin percentage of net sales was 28% as compared to 18% in 2010. The improvement was primarily due to the increased selling prices and sales volumes, discussed above, partially offset by higher costs and unfavorable exchange rate changes.

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Selling, general and administrative expenses increased $98 million to $157 million in 2011 as compared to 2010. The increase was primarily due to the following:

• Amortization of intangible assets subsequent to fresh-start accounting of $22 million;

• Employee variable compensation and benefit costs of approximately $50 million, including $14 million related to amortization of restricted shares during 2011 compared to $1 million during 2010;

• Costs associated with the acquisition of the mineral sands business, including banker fees, legal and professional fees and the registration rights penalty of approximately $28 million during 2011 compared to costs incurred for outside services used during the bankruptcy and during the emergence from bankruptcy, including attorneys, contract labor and other of $17 million during 2010;

• Audit and professional fees incurred related to fresh-start accounting and the three year audit of our financial statements of approximately $16 million; and

• Marketing costs incurred of $15 million during 2011 compared to $11 million during 2010.

On December 21, 2011, we entered into a separation agreement with Dennis Wanlass, our former CEO. Under the terms of the agreement, we recorded a cash severance payment of $3 million and $3 million related to accelerated vesting of restricted shares granted under the management equity incentive plan, which are included in selling, general and administrative expense.

The Board hired Thomas Casey, the Chairman of the Board, as our Chief Executive Officer as we prepared to assimilate our announced acquisition of the mineral sands business. Mr. Casey was paid a $2 million sign-on bonus, which was included in selling, general and administrative expenses.

The litigation/arbitration settlement income of $10 million was due to the settlement with RTI Hamilton, Inc. The settlement agreement reflects the compromise and settlement of disputed claims in complete accord and satisfaction thereof. Of the total payment of $11 million, $1 million constitutes payment for capital costs we incurred in relation to the agreement, plus interest.

Provision for environmental remediation and restoration was income of $5 million during 2011 as compared to income of $47 million in 2010. The 2011 activity is a result of additional reimbursements received under the Predecessor’s environmental insurance policy related to its remediation efforts at the Henderson, Nevada site. During 2010, we recorded receivables from our insurance carrier related to environmental clean-up obligations at the Henderson facility. Due to the accounting for the legacy environmental liabilities, the obligation for the clean-up work had been recorded in prior years, but the insurance coverage was confirmed in 2010 and 2011.

Interest and debt expense decreased $17 million, or 34% during 2011 as compared to 2010. The $33 million during 2011 is comprised of $29 million of interest expense on the Exit Financing Facility and the Wells Revolver, $4 million of other interest expense and $1 million of amortization of deferred debt issuance costs, offset by $1 million of capitalized interest. During the one month ended January 31, 2011, interest expense excludes $3 million, which would have been payable under the terms of the $350 million 9.5% senior unsecured notes, which was not accrued while we were in bankruptcy. The $50 million during 2010 is comprised of $40 million of interest expense on the debtor-in-possession facility, $9 million of amortization of deferred debt issuance costs and $1 million of other costs. During 2010, interest expense excluded $33 million, which would have been payable under the terms of the $350 million 9.5% senior unsecured notes, which was not accrued while we were in bankruptcy.

Other expense of $8 million in 2011 decreased less than $1 million for 2010. The change was primarily due to foreign currency losses of $6 million during 2011 compared to foreign currency losses of $13 million in 2010, offset by a $5 million gain on the liquidation/dissolution of a subsidiary during 2010. The remaining increase is attributable to changes in interest income and other non-operating income.

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We recognized reorganization income of $613 million during 2011 related to a $659 million gain recognized due to implementation of fresh-start accounting and the discharge of debt and satisfaction of claims, partially offset by $46 million of reorganization expenses including legal and professional fees, claims adjustments and other fees related to a $185 million rights offering and debt financing. In 2010, we incurred $67 million of reorganization expenses, including legal and professional fees related to finalizing the Plan and disclosure statement, as well as fees related to the debtor-in-possession financing in place during the period, partially offset by gains on rejected contracts and other items related to the ongoing claims reconciliation process.

The tax provision of $21 million for 2011 represents an effective tax rate of 8% as compared to a $2 million provision in 2010 representing a 30% tax rate for that period. This rate differs from the U.S. statutory rate of 35% primarily due to valuation allowances in the United States and income in foreign jurisdictions taxed at rates lower than 35%, statute lapses in a foreign jurisdiction and fresh-start adjustments.

Operations Review of Segment Revenue and Profits

Net Sales

	Successor						Predecessor
	Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010			Change
Mineral Sands segment	$	160		$	8		$	109		$	59
Pigment segment		1,327			89			1,005			411
Corporate and other		133			14			153			(6	)
Eliminations		(77	)		(3	)		(49	)		(31	)
Net Sales	$	1,543		$	108		$	1,218		$	433

Mineral Sands segment

Net sales increased $59 million, or 54%, during 2011. The increase is attributable to increased selling prices of $59 million, primarily on zircon and synthetic rutile. The sales mix in 2011 versus 2010 favored the feedstock ores versus zircon however overall the effect of the sales mix was flat from year to year on a volume basis.

Pigment segment

Pigment segment net sales increased $411 million, or 41% during 2011. This increase was primarily attributable to increased selling prices of $382 million, increased volumes of $11 million and the favorable effects of exchange rate changes on sales of $18 million. During 2011, TiO₂ sales prices increased, primarily as a result of the general global economic recovery and constrained supply of TiO₂. These factors caused a supply and demand situation that enabled Tronox to pass through price increases to its customers. The average price per metric tonne sold during 2011 increased approximately 41% compared to the average price per metric tonne sold during 2010.

Corporate and other

Net sales decreased $6 million, or 4% during 2011 as compared to 2010. Corporate and other includes our electrolytic manufacturing business and, prior to our emergence from bankruptcy, also included our sulfuric acid operation. Electrolytic and other chemical products net sales were flat from year to year as increased selling prices for sodium chlorate offset lower volumes of manganese dioxide. The overall decrease from 2010 to 2011 is primarily related to the transfer of the sulfuric acid business to an environmental trust upon emergence from bankruptcy in 2011 offset by increased revenues generated from our former relationship in the Tiwest joint venture with Exxaro.

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Income from Operations

	Successor			Predecessor						YTD Change
	Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010			YTD Change
Mineral Sands segment	$	42		$	2		$	7		$	37
Pigment segment		323			20			163			180
Corporate and Other		(54	)		(1	)		40			(95	)
Eliminations		(9	)		(1	)		—			(10	)
Income from operations		302			20			210			112
Interest and debt expense		(30	)		(3	)		(50	)
Other income (expense)		(10	)		2			(8	)
Reorganization income		—			613			(145	)
Income from Continuing Operations before Taxes		262			632			7
Income tax benefit (provision)		(20	)		(1	)		(2	)
Income from Continuing Operations	$	242		$	631		$	5

Mineral Sands segment

Income from operations increased $37 million during 2011 as compared to 2010. The increase in Mineral Sands profitability is primarily due to increased selling prices of $59 million, primarily on zircon and synthetic rutile partially offset by unfavorable effects of exchange rate changes of $13 million related to costs incurred in Australian dollars.

Pigment segment

Income from operations increased $180 million, or over 100% during 2011 as compared to 2010. This increase was primarily attributable to higher selling prices of $382 million, partially offset by higher production costs of $160 million and selling, general and administrative and other expenses of $33 million. Higher production costs were due to a 19% increase year-over-year for raw materials and process chemicals. We also experienced increased energy costs and increased employee-related costs due to the implementation of variable compensation and the post emergence accounting impact on pension and postretirement medical cost. Foreign currency effects of $9 million were net unfavorable primarily due to movements in the Australian dollar versus the U.S. dollar.

Corporate and Other

Income from operations decreased $95 million during 2011 as compared to 2010. The Electrolytic business had decreased income from operations of $5 million primarily due to higher costs associated with manganese dioxide and selling general and administrative expenses partially offset by higher pricing for the sodium chlorate products. The remaining decrease is primarily attributable to decreased reimbursements of environmental expenditures related to the Henderson facility of $43 million, increased selling, general and administrative expenses of $67 million partially offset by a litigation/settlement award recognized in 2011 of $10 million and revenues generated from our former relationship in the Tiwest joint venture with Exxaro Resources Limited of $10 million.

In selling, general and administrative expenses we incurred:

• costs associated with the bankruptcy and the acquisition of the mineral sands business, including banker fees, legal and professional fees and the registration rights penalty, which accounted for

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approximately $28 million. Additionally, during 2011, we incurred audit and professional fees related to the three year audit of our financial statements of approximately $16 million;

• incremental employee variable compensation and benefit costs associated with the implementation of incentive cash and share-based compensation programs, as well as costs associated with our post-emergence accounting for pensions and postretirement healthcare benefit costs; and

• during 2011, we recognized $3 million of amortization of intangible assets recorded as part of fresh-start accounting.

Non-U.S. GAAP Financial Measures

EBITDA and Adjusted EBITDA, which are used by management to measure performance, are non-U.S. GAAP financial measures. Management believes that EBITDA is useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP and do not purport to be an alternative measure of our financial performance as determined in accordance with U.S. GAAP. Because other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA and Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies.

Management believes these non-U.S. GAAP financial measures:

• Reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;

• Provide useful information in understanding and evaluating our operating results and comparing financial results across periods;

• Provide a normalized view of our operating performance by excluding items that are either non-cash or non-recurring in nature;

• Enable investors to assess our compliance with financial covenants under our debt instruments; and

• Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results.

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The following table reconciles net income to EBITDA and Adjusted EBITDA for the periods presented:

	Three Months Ended March 31,						Year Ended December 31,			Eleven Months Ended December 31,			One Month Ended January 31,			Year Ended December 31,
	2013			2012			2012			2011			2011			2011
Net income (loss)	$	(45	)	$	86		$	1,133		$	242		$	631		$	6
Interest and debt expense, net of interest income		26			8			65			30			3			50
Income tax provision (benefit)		1			18			(125	)		20			1			2
Depreciation and amortization expense		73			22			211			79			4			50
EBITDA		55			134			1,284			371			639			108
Loss on extinguishment of debt		4			—			—			—			—			—
Share-based compensation		5			7			31			14			—			1
Amortization of inventory step-up and unfavorable ore sales contracts from purchase accounting		8			—			152			—			—			—
Gain on bargain purchase		—			—			(1,055	)		—			—			—
Transfer tax incurred due to acquisition		—			—			37			—			—			—
Gain on fresh-start accounting		—			—			—			—			(659	)		—
Reorganization expense associated with bankruptcy(a)		—			—			—			—			46			145
Amortization of step-up from fresh-start accounting		—			—			—			36			—			—
Provision for environmental remediation and restoration, net of reimbursements		—			—			—			(5	)		—			(47	)
Litigation/arbitration settlement		—			—			—			(10	)		—			—
Foreign currency remeasurement		(6	)		(1	)		6			7			(1	)		12
Transaction costs and financial statement restatement costs(b)		—			9			32			39			—			—
Other items(c)		7			2			16			16			(1	)		(16	)
Adjusted EBITDA	$	73		$	151		$	503		$	468		$	24		$	203

(a) We incurred costs related to the Chapter 11 bankruptcy proceedings. These items include cash and non-cash charges related to contract terminations, prepetition obligations, debtor-in-possession financing costs, legal and professional fees.

(b) During 2012, transaction costs consist of costs associated with the acquisition of the mineral sands business, including banker fees, legal and professional fees, as well as costs associated with the preparation and amending of the registration statement on Form S-4 filed with the Securities and Exchange Commission in connection with the Transaction and costs associated with the integration of the mineral sands business that occurred after the closing of the Transaction. During the eleven months ended December 31, 2011, transaction costs and financial statement restatement costs include expenses related to the Transaction, fresh-start accounting fees, costs associated with restating Tronox Incorporated’s environmental reserves and the auditing of the historical financial statements. Costs associated with the Transaction include legal and professional fees related to due diligence and transaction advice as well as investment banking fees.

(c) Includes noncash pension and postretirement healthcare costs, accretion expense, fixed asset write-downs and abandonment expense, gains and losses on the sale of assets, noncash gains on liquidation of a subsidiary, income (loss) from discontinued operations, and other noncash or non-recurring income or expenses.

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Financial Condition and Liquidity

The following table provides information for the analysis of our historical financial condition and liquidity:

	March 31, 2013		December 31, 2012
Cash and cash equivalents	$	1,375	$	716
Working capital(1)	$	2,330	$	1,706
Net debt(2)	$	1,036	$	929
Total assets	$	6,015	$	5,511
Total long-term debt	$	2,411	$	1,615

(1) Represents excess of current assets over current liabilities.

(2) Represents excess of debt over cash and cash equivalents.

As of March 31, 2013, our total liquidity was $1,748 million, which was comprised of $275 million available under the $300 million UBS Revolver, $98 million available under the ABSA Revolver and $1,375 million in cash and cash equivalents. As of March 31, 2013, we had a $25 million of letter of credit issued against the UBS Revolver. In 2013, cash and cash equivalents increased $659 million, reflecting the refinancing of the $550 million Senior Secured Term Loan (the “Senior Secured Term Loan”) with a $1.5 billion Term Loan partially offset by cash used to repay the $150 million Senior Secured Delayed Draw Term Loan and the fees associated with the refinancing, as well as cash used in operations.

At March 31, 2013, we held cash and cash equivalents in the respective jurisdictions: $1,244 million in Australia, $73 million in the United States, $33 million in South Africa, and $25 million in Europe. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. Foreign subsidiaries do not have limits on transferring funds to the United States or between themselves. We have in place intercompany financing agreements that enable the movement of cash to the United States, if needed.

The use of our cash will include servicing our interest and debt repayment obligations, making pension contributions and funding certain capital expenditures for innovative initiatives, productivity enhancements and maintenance and safety requirements.

Capital Resources

Short-Term Debt

We have the $300 million UBS Revolver and the R900 million (approximately $98 million as of March 31, 2013) ABSA Revolver. At March 31, 2013, we had not drawn on either revolver. At March 31, 2013, the Company had outstanding letters of credit, bank guarantees and performance bonds of approximately $51 million, of which $25 million in letters of credit were issued under the UBS Revolver and $18 million were bank guarantees issued by ABSA.

See Note 11 of Notes to Consolidated Financial Statements for additional information related to our short-term and long-term debt.

Debt Covenants

At March 31, 2013, we were in compliance with our debt covenants. See Note 11 of Notes to Condensed Consolidated Financial Statements for additional information related to our debt covenants.

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Cash Flows

The following table presents cash flow for the periods indicated:

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Cash used in operating activities		(1	)		(26	)
Cash used in investing activities		(45	)		(21	)
Cash provided by financing activities		710			111
Effects of exchange rate changes on cash and cash equivalents		(5	)		5
Net increase in cash and cash equivalents	$	659		$	69

Cash Flows from Operating Activities—Cash flows from operating activities for 2013 were a use of funds of $1 million compared to a use of funds of $26 million in 2012. The use of funds during 2013 was primarily attributable to cash used in operations, as well as increased accounts receivable and decreased accounts payable offset by a decrease in inventories.

Cash Flows from Investing Activities—Net cash provided by investing activities during 2013 reflects $45 million of capital expenditures. Capital expenditures for the remainder of 2013 are expected to be in the range of $175 million to $235 million.

Cash Flows from Financing Activities—Net cash provided by financing activities during 2013 of $710 million was comprised of the following:

Cash inflows:

• Refinancing of the Senior Secured Term Loan with the Term Loan resulting in a cash inflow of $945 million.

Cash outflows:

• Repayment of the Senior Secured Delayed Draw Term Loan of $149 million;

• Payment of debt issuance costs associated with the refinancing of the Senior Secured Term Loan with the Term Loan of $28 million;

• Repayment of the ABSA Revolver of $29 million;

• Repayment of other debt of $1 million; and

• Dividends paid of $29 million.

The following table presents cash flow for the periods indicated:

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Net cash provided by (used in) operating activities	$	118		$	263		$	(283	)
Net cash used in investing activities		(52	)		(132	)		(6	)
Net cash provided by (used in) financing activities		490			(35	)		208
Effect of exchange rate changes on cash		6			(3	)		—
Net increase (decrease) in cash and cash equivalents	$	562		$	93		$	(81	)

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Cash Flows from Operating Activities—Cash flows from operating activities for 2012 were a source of funds of $118 million compared to a use of funds of $20 million for the combined twelve month period ended December 31, 2011. The source of funds during 2012 was primarily attributable to positive operating results and the collection of accounts receivable, partially offset by increased inventories. Inventories increased due to a slowdown in demand and higher input prices. The source of funds in the eleven month period ended December 31, 2011 reflects the strong operating performance during 2011 as pricing increased throughout the year, while the use of funds during the one month ended January, 31, 2011, reflects our emergence from bankruptcy, including the funding of the environmental and tort trusts, the payment of claims and professional fees in cash, and clearance of our liabilities subject to compromise.

Cash Flows from Investing Activities—Net cash provided by investing activities during 2012 primarily reflects $115 million of cash received in the Transaction, offset by $166 million of capital expenditures. Capital expenditures for 2013 are expected to be in the range of $220 million to $280 million.

Cash Flows from Financing Activities—Net cash provided by financing activities was $490 million compared $173 million in the twelve months ended December 31, 2011.

Cash inflows were comprised of the following:

• Issuance of $900 million aggregate principal bonds;

• Refinancing of the Exit Facility with a $700 million Term Facility, less a $7 million discount, resulting in a cash inflow of $693 million; and

• Draw down of $30 million on the Wells Revolver, $30 million on the UBS Revolver and $54 million on the ABSA Revolver.

Cash outflows were primarily comprised of the following:

• Repurchased 12.6 million Class A Shares, affected for the 5-for-1 share split, at an average price of $25.84 per share, inclusive of commissions, for a total cost of $326 million;

• Repayment of the Exit Financing Facility of $421 million;

• Repayment of $30 million on the Wells Revolver, $30 million on the UBS Revolver and $24 million on the ABSA Revolver;

• Repayment of other debt of $80 million;

• Dividends paid of $61 million;

• Merger consideration paid in connection with the Transaction of $193 million, whereby Tronox Incorporated shareholders received one Class A Share and $12.50 in cash for each share of Tronox Incorporated;

• Share purchases for the Employee Participation Plan of $15 million; and

• Payment of debt issuance costs of $38 million.

Rights Offering

On February 14, 2011, Tronox Incorporated received $185 million of new equity investment in a rights offering that was open to certain general unsecured creditors. Under the Plan, the general unsecured creditors were given rights to purchase up to 45.5% of the new shares issued on the Effective Date, based on a 17.6% discount to Tronox Incorporated’s total enterprise value of $1,063 million as presented in the Plan. The backstop parties, a group of holders of Tronox Incorporated’s 9.5% senior unsecured notes, committed to purchase any of the new common shares that were not subscribed to in the Rights Offering, thereby assuring that we received the full $185 million. In return for this commitment, the backstop parties received consideration equal to 8% of the $185 million equity commitment (payable as an additional 3.6% of the new common shares issued on the Effective Date).

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Contractual Obligations

The following table sets forth information relating to our contractual obligations as of March 31, 2013:

	Contractual Obligation Payments Due by Year
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt and lease financing (including interest)(1)	$	3,209	$	142	$	289	$	280	$	2,498
Purchase obligations(2)		377		123		109		39		106
Operating leases		276		28		51		46		151
Total	$	3,862	$	293	$	449	$	365	$	2,755

(1) During the first quarter of 2013, we repaid the Senior Secured Delayed Draw and modified the Senior Secured Term Loan with a $1.5 billion Term Loan. We calculated the Term Loan interest at a base rate of 1% plus a margin of 3.5%. See Note 11 of Notes to unaudited Condensed Consolidated Financial Statements.

(2) Includes obligations to purchase requirements of process chemicals, supplies, utilities and services. During the first quarter of 2013, the Company terminated ore contracts with two suppliers.

Recent Accounting Pronouncements

See Note 3 of Notes to unaudited Condensed Consolidated Financial Statements for recently issued accounting pronouncements at March 31, 2013.

See Note 4 of Notes to Consolidated Financial Statements for recently issued accounting pronouncements at December 31, 2012.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions regarding matters that are inherently uncertain and that ultimately affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on management’s experience and understanding of current facts and circumstances. These estimates may differ from actual results. Certain of our accounting policies are considered critical as they are both important to reflect our financial position and results of operations and require significant or complex judgment on the part of management. The following is a summary of certain accounting policies considered critical by management.

Long-Lived Assets

Key estimates related to long-lived assets (property, plant and equipment, mineral leaseholds and intangible assets) include useful lives, recoverability of carrying values and the existence of any retirement obligations. As a result of future decisions, such estimates could be significantly modified. The estimated useful lives of property, plant and equipment range from three to forty years, and depreciation is recognized on a straight-line basis. Useful lives are estimated based upon our historical experience, engineering estimates and industry information. These estimates include an assumption regarding periodic maintenance and an appropriate level of annual capital expenditures to maintain the assets. Mineral leaseholds are depreciated over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives. The amortization methods and remaining useful lives are reviewed annually.

We evaluate the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess

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whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the existing unamortized cost of our long-lived assets. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate. No market-risk premium has been included in our calculation of ARO balances since we can make no reliable estimate. Our consolidated financial statements classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations.

We used the following assumptions in determining asset retirement obligations associated with mine closure and rehabilitation costs:

• inflation 2.5%-5% per year;

• credit adjusted risk-free interest rate of 4.52%-7%; and

• life of mine over 14-38 years at December 31, 2012.

Income Taxes

We have operations in several countries around the world and are subject to income and similar taxes in these countries. The estimation of the amounts of income tax involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions. Although we believe our tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets, and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss) as appropriate. ASC 740 requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay are subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

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Pension and Postretirement Benefits

We provide pension and postretirement benefits for qualifying employees worldwide. These plans are accounted for and disclosed in accordance with ASC 715, Compensation—Retirement Benefits.

U.S. Plans

The following are considered significant assumptions related to our retirement and postretirement plans, with a brief description of the methodology used by management to develop the significant assumptions included below:

Discount Rate. The discount rate selected for all U.S. plans was 4.5% as of both December 31, 2012 and 2011. The rate was selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding. Bonds with features that imply unreliable pricing, a less than certain cash flow, or other indicators of optionality are filtered out of the universe. The remaining universe is categorized into maturity groups, and within each of the maturity groups yields are ranked into percentiles.

Expected Long-term Rate of Return. The estimated long-term rate of return assumption used in the determination of net periodic cost for the year ended December 31, 2012 and 2011 was 5.75% and 6.44%, respectively. This rate was developed after reviewing both a capital asset pricing model using historical data and a forecasted earnings model. An expected return analysis is performed which incorporates the current portfolio allocation, historical asset-class returns and an assessment of expected future performance using asset-class risk factors.

Rate of Compensation Increases. Our estimated rate of compensation increase was 3.5% at both December 31, 2012 and 2011 based on our long-term plans for compensation increases and expected economic conditions, including the effects of merit increases, promotions and general inflation.

Health Care Cost Trend Rates. At December 31, 2012, the assumed health care cost trend rates used to measure the expected cost of benefits covered by the postretirement healthcare plan was 9% in 2013, gradually declining to 5% in 2018 and thereafter. A 1% increase in the assumed health care cost trend rate for each future year would increase the accumulated postretirement benefit obligation at December 31, 2012 by $1.3 million, while the aggregate of the service and interest cost components of the 2012 net periodic postretirement cost would increase by less than $1 million. A 1% decrease in the trend rate for each future year would reduce the accumulated benefit obligation at December 31, 2012 by $1.1 million and decrease the aggregate of the service and interest cost components of the net periodic postretirement cost for 2012 by less than $1 million.

Foreign Benefit Plans

We currently provide defined benefit retirement plans (funded) for qualifying employees in the Netherlands. The various assumptions used and the attribution of the costs to periods of employee service are fundamental to the measurement of net periodic cost and pension obligations associated with the retirement plans. The following are considered significant assumptions related to our foreign retirement plans:

Discount Rate. The discount rate selected for the Netherlands plan was 5.25% for both December 31, 2012 and 2011, which is based on long-term Euro corporate bond index rates that correlate with anticipated cash flows associated with future benefit payments.

Expected Long-term Rate of Return. The expected long-term rate of return assumption for the Netherlands plan of 5.25% for both December 31, 2012 and 2011 was developed considering the portfolio mix and country-specific economic data that includes the expected long-term rates of return on local government and corporate bonds.

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Rate of Compensation Increases. We determine our rate of compensation assumptions based on our long-term plans for compensation increases specific to employee groups covered. At both December 31, 2012 and 2011, the rate of compensation increases for the Netherlands plan was 3.5%.

Environmental Matters

We are subject to a broad array of international, federal, state and local laws and regulations relating to safety, pollution, protection of the environment and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring and occasional investigations by governmental enforcement authorities. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, under these laws, we are or may be required to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. We may incur future costs for capital improvements and general compliance under environmental, health and safety laws, including costs to acquire, maintain and repair pollution control equipment. Environmental laws and regulations are becoming increasingly stringent, and compliance costs are significant and will continue to be significant in the foreseeable future. There can be no assurance that such laws and regulations or any environmental law or regulation enacted in the future is not likely to have a material effect on our business. We are in compliance with applicable environmental rules and regulations. Currently, we do not have any outstanding notices of violations or orders from regulatory agencies.

At many of our operations, we comply with worldwide, voluntary standards developed by the International Organization for Standardization (“ISO”), a nongovernmental organization that promotes the development of standards and serves as a bridging organization for quality and environmental standards, such as ISO 9002 for quality management and ISO 14001 for environmental management.

In December 2006, the European parliament and European council approved a new European regulatory framework for chemicals called REACH. REACH took effect on June 1, 2007, and the program it establishes will be phased in over 11 years. The registration, evaluation and authorization phases of the program will require expenditures and resource commitments in order to, for example, participate in mandatory data-sharing forums; acquire, generate and evaluate data; prepare and submit dossiers for substance registration; obtain legal advice and reformulate products, if necessary.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market, credit, operational and liquidity risks in the normal course of business, which are discussed below. We manage these risks through normal operating and financing activities and, when appropriate, through the use of derivative instruments. We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices and exchange rates.

Commodity Price Risk

A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle and are expected to do so in the near term as ore prices are expected to fluctuate over the next few years. The Company tries to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share commodity price risk.

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Credit Risk

A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of TiO₂ and titanium feedstock to customers in the TiO₂ industry. The industry concentration has the potential to impact the Company’s overall exposure to credit risk, either positively or negatively, in that its customers may be similarly affected by changes in economic, industry or other conditions. The Company performs ongoing credit evaluations of its customers, and uses credit risk insurance policies from time to time as deemed appropriate to mitigate credit risk but generally does not require collateral. The Company maintains allowances for potential credit losses based on historical experience. For the period ended March 31, 2013, the Company’s ten largest TiO₂ customers represented approximately 44% of its total TiO₂ net sales; however, no single customer accounted for more than 10% of total net sales.

Interest Rate Risk

At March 31, 2013, our exposure to interest rate risk is minimized by the fact that our $1.5 billion of floating rate debt includes a Libor floor of 1%. As such, Libor would need to increase from the rate in effect at March 31, 2013 to greater than 1% before our borrowing rate would increase. Using a sensitivity analysis as of March 31, 2013, a hypothetical 1% increase in interest rates would result in an increase to pre-tax income of approximately $10 million on an annualized basis. This is due to the fact that earnings on our floating rate financial assets of $1.4 billion at March 31, 2013 would increase by the full 1% while the interest expense on our floating rate debt would increase by less than the full 1%.

At December 31, 2012, our exposure to interest rate risk was minimized by the fact that the floating rate debt of $726 million includes a Libor floor of 1%. Using a sensitivity analysis, a hypothetical 1% increase in interest rates from those in effect at December 31, 2012 would result in an increase to pre-tax income of $5 million due to the fact that our floating rate financial assets are $716 million at December 31, 2012.

Foreign Exchange Risk

The Company manufactures and markets its products in a number of countries throughout the world and, as a result, is exposed to changes in foreign currency exchange rates, particularly in Australia, South Africa and the Netherlands. Costs in Australia and South Africa are incurred, primarily, in local currencies other than the U.S. dollar. In Australia and South Africa, the majority of our revenues are in U.S. dollars. In Europe, however, a majority of our revenues and costs are in the local currency creating a partial natural hedge. This leaves the Company exposed to movements in the Australian dollar and South African Rand versus the U.S. dollar. In order to manage this risk, we have from time to time entered into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions. As of March 31, 2013, we did not have any forward contracts in place.

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THE BUSINESS

For the purposes of this discussion, references to “we,” “us,” and “our” refer to Tronox Limited when discussing the business following completion of the Transaction and to Tronox Incorporated or Exxaro Mineral Sands, as the context requires, when discussing the business prior to completion of the Transaction.

Executive Overview

Tronox Limited is a global leader in the production and marketing of titanium-bearing mineral sands and TiO₂. Our world-class, high performance TiO₂ products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. Our mineral sands business consists primarily of two product streams—titanium feedstock and zircon. Titanium feedstock is used primarily to manufacture TiO₂. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV glass and a range of other industrial and chemical products. We have global operations in North America, Europe, South Africa and Australia.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (see below). Prior to the completion of the Transaction, the Company was wholly-owned by Tronox Incorporated, and had no operating assets or operations. Tronox Incorporated was formed on May 17, 2005, in preparation for the contribution and transfer by Kerr-McGee Corporation of certain entities, including those comprising substantially all of its chemical business into a separate operating company.

Acquisition of Mineral Sands Operations

Consistent with our strategy to become a fully integrated global producer of mineral sands and TiO₂ with production facilities and sales and marketing presence strategically positioned throughout the world, on the Transaction Date, we combined the existing business of Tronox Incorporated with Exxaro’s mineral sands business pursuant to the Transaction.

The Transaction was completed in two principal steps. First, Tronox Incorporated became a subsidiary of Tronox Limited, with Tronox Incorporated shareholders receiving one Class A Share and Merger Consideration for each Tronox Incorporated common share. Second, Tronox Limited issued 9,950,856 Class B Shares to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Upon completion of the Transaction, former Tronox Incorporated shareholders held 15,413,083 Class A Shares and Exxaro held 9,950,856 Class B Shares, representing approximately 60.8% and 39.2%, respectively, of the voting power in Tronox Limited. Exxaro retained a 26% ownership interest in the South African operations that are part of the mineral sands business in order to comply with the BEE legislation of South Africa.

During 2012, we repurchased approximately 12.6 million Class A Shares, which was approximately 10% of our total voting securities. During October 2012, Exxaro purchased 1.4 million Class A Shares in market purchases. At December 31, 2012, Exxaro held approximately 44.6% of our voting securities.

Prior to the Transaction Date, Tronox Incorporated and Exxaro Australia Sands Pty Ltd., a subsidiary of Exxaro, operated the Tiwest Joint Venture, which included a chloride process TiO₂ plant located in Kwinana, Western Australia, a mining operation in Cooljarloo, Western Australia, and a mineral separation plant and a synthetic rutile processing facility, both in Chandala, Western Australia. As part of the Transaction, we acquired Exxaro Australia Sands Pty Ltd. and therefore Exxaro’s 50% interest in the Tiwest Joint Venture. As such, as of the Transaction Date, we own 100% of the operations formerly operated by the Tiwest Joint Venture.

Principal Business Lines

Subsequent to the Transaction, we have two reportable operating segments, Mineral Sands and Pigment. Additionally, our corporate activities include our electrolytic manufacturing and marketing operations.

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Mineral Sands

The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits. “Mineral Sands” refers to concentrations of heavy minerals in an alluvial environment (sandy or sedimentary deposits near a sea, river or other water source). We separate these minerals from these primary sources. We process ilmenite into either slag or synthetic rutile. Other than zircon, all of these materials are sometimes referred to as titanium feedstock. Titanium feedstock is the most significant raw material used in the manufacture of TiO₂.

We acquired the mineral sands business from Exxaro on the Transaction Date. The mineral sands business operations are comprised of the KZN Sands and Namakwa Sands mines, both located in South Africa, and Cooljarloo Sands mine located in Western Australia, which have a combined production capacity of 753,000 tonnes of titanium feedstock and 265,000 tonnes of zircon. The KZN Sands operations involve the exploration, mining and beneficiation of mineral sands deposits in the KwaZulu-Natal province of South Africa, and the Namakwa Sands operations involve the exploration, mining and beneficiation of mineral sands deposits in the Western Cape province of South Africa. The Tiwest operations conduct the exploration, mining and processing of mineral sands deposits and the production of titanium dioxide pigment in Western Australia.

The Mineral Sands segment includes:

Titanium Feedstock

Titanium feedstock is considered to be a single product, although it can be segmented based on the level of titanium contained within the feedstock, with substantial overlap between each segment. Different grades of titanium feedstock have similar characteristics, and are generally suitable substitutes for one another; therefore, TiO₂ producers generally source a variety of feedstock grades, and supply a wide variety of feedstock grades to the TiO₂ producers.

Titanium minerals (ilmenite, rutile and leucoxene), titanium slag (chloride slag and sulphate slag) and synthetic rutile are all used primarily as feedstock for the production of TiO₂ pigment. According to the latest data provided by TZ Minerals International Pty Ltd (“TZMI”), approximately 90% of the world’s consumption of titanium feedstock is used for the production of TiO₂ pigment.

Titanium Minerals

Ilmenite—Ilmenite is the most abundant titanium mineral in the world. Naturally occurring ilmenite may have a titanium content ranging from approximately 35% to 65%, depending on its geological history. The weathering of ilmenite in its natural environment results in oxidation of the iron, which increases titanium content.

Rutile—Rutile is essentially composed of crystalline titanium and, in its pure state, would contain close to 100% titanium. Naturally occurring rutile, however, usually contains minor impurities and therefore, commercial concentrates of the mineral typically contain approximately 94% to 96% titanium.

Leucoxene—Leucoxene is a natural alteration of ilmenite with a titanium content ranging from approximately 65% to more than 90%. The weathering process is responsible for the alteration of ilmenite to leucoxene, which results in the removal of iron, leading to an upgrade in titanium content.

Upgraded Titanium Products

The lower amount of titanium used in the TiO₂ manufacturing process, the more feedstock required and waste material produced. Naturally occurring high-grade titanium minerals required for the production of TiO₂

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pigment are limited in supply. This limited supply has prompted the mineral sands industry to develop “beneficiated” products to increase the titanium content in the feedstock that can be used as substitutes for, or in conjunction with, naturally occurring titanium minerals. Two processes have been developed commercially: one for the production of titanium slag (with a titanium content of approximately 90% to 93%) and the other for the production of synthetic rutile (with a titanium content of approximately 86% to 89%). Both processes use ilmenite as a raw material, and are essential processes for the removal of iron oxides.

Titanium Slag—The production of titanium slag involves smelting ilmenite in an electric arc furnace under reducing conditions, normally with anthracite (coal) used as a reducing agent. The slag, containing the bulk of the titanium and impurities other than iron, is tapped off the top of the furnace while a high purity pig iron is recovered from the bottom of the furnace. The final quality of the slag is highly dependent on the quality of the original ilmenite and the ash composition of the anthracite used in the furnace.

Synthetic Rutile—A number of processes have been developed for the beneficiation of ilmenite into products containing between approximately 90% and 95% titanium. These products are known as synthetic rutile or upgraded ilmenite. The processes employed vary in terms of the extent to which the ilmenite grain is reduced, and the precise nature of the reducing reaction and the conditions used in the subsequent removal of iron. All of the existing commercial processes are based on the reduction of ilmenite in a rotary kiln, followed by leaching under various conditions to remove the iron from the reduced ilmenite grains.

Co-products

The primary co-products of heavy mineral sands mining and titanium slag production are zircon and high purity pig iron.

Zircon—Zircon is extracted, alongside ilmenite and rutile, as part of the initial mineral sands beneficiation process. Zircon is a mineral which is primarily used as an additive in ceramic glazes to add hardness, which makes the ceramic glaze more water, chemical and abrasion resistant. It is also used for the production of zirconium and zirconium chemicals, in refractories, as a molding sand in foundries, and for TV glass, where it is noted for its structural stability at high temperatures and resistance to abrasive and corrosive conditions.

Zircon typically represents a relatively low proportion of heavy mineral sands mining but has high value compared to other heavy mineral products, resulting in it contributing a significant portion to total revenue. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive applications in the glass, steel and cement industries. Foundry applications use zircon when casting articles of high quality and value where accurate sizing is crucial, such as aerospace, automotive, medical and other high-end applications. Historically, zircon has constituted a relatively minor part of the total value produced as a result of the mining and processing of titanium minerals. However, from early 2000, zircon has increased in value as a co-product, although it remains dependent on the mining of titanium minerals for its supply.

High Purity Pig Iron—Producing titanium slag, ilmenite smelters can recover iron in the form of high purity pig iron containing low levels of manganese. When pig iron is produced in this manner, the molten iron is tapped from the ilmenite furnace during the smelting process, alloyed by adding carbon and silicon and treated to reduce the sulfur content, and is then cast into ingots, or “pigs.” The pig iron produced as a co-product of titanium slag production is known as nodular pig iron, ductile pig iron, low manganese pig iron or high purity pig iron.

Pigment

The pigment segment primarily produces and markets TiO₂, and has production facilities at the following locations: Hamilton, Mississippi; Botlek, the Netherlands; and Kwinana, Western Australia, representing an aggregate of 465,000 tonnes of annual TiO₂ production capacity.

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TiO₂ is used in a wide range of products due to its ability to impart whiteness, brightness and opacity, and is designed, marketed and sold based on specific end-use applications. TiO₂ is used extensively in the manufacture of paint and other coatings, plastics and paper and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics and pharmaceuticals. According to TZMI data, the paint and coatings sector is the largest consumer of pigment averaging approximately 58% of total pigment consumption in 2011. The plastics sector accounted for approximately 22% of TiO₂ consumption in 2011, while the remaining 20% was divided between paper, inks, fibers and other.

TiO₂ is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. TiO₂ is considered to be a quality of life product and some research indicates that consumption generally increases as disposable income increases. We believe that, at present, TiO₂ has no effective mineral substitute because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated in as cost-effective a manner.

Corporate and other

Corporate and other is comprised of corporate activities and businesses that are no longer in operation, as well as its electrolytic manufacturing and marketing operations, all of which are located in the United States.

Our electrolytic and other chemical products operations are primarily focused on advanced battery materials, sodium chlorate and specialty boron products.

Battery Materials

Battery material end-use applications include alkaline batteries for flashlights, electronic games, medical and industrial devices as well as lithium batteries for power tools, hybrid electric vehicles, laptops and power supplies. The battery industry is primarily comprised of two application areas: primary (non-rechargeable) and secondary (rechargeable) with the former representing the majority of battery shipments.

The primary battery market is dominated by alkaline battery technologies, which are designed to address the various power delivery requirements for consumer and industrial battery-powered devices. We believe that alkaline batteries are higher performing and more costly than batteries using the older zinc carbon technology, and represent the majority of primary battery market demand in the United States. Demand for domestic alkaline batteries in the United States is estimated to be flat to slightly negative, driven by a flat market for electronic devices.

EMD is the active cathode material for alkaline batteries. We believe that we are one of the largest producers of EMD for the global alkaline battery industry. EMD quality requirements for alkaline technology are much more demanding than for zinc carbon technology and, as a result, alkaline-grade EMD commands a higher price than zinc carbon-grade EMD. The older zinc carbon technology remains in developing countries such as China and India. As the economies of China and India continue to mature, and the need for more efficient energy sources develops, we anticipate that the demand for alkaline-grade EMD will increase. We expect demand for alkaline-grade EMD to be sustained by the long-term growth of consumer electronics devices, partly offset by the trend toward smaller battery sizes and rechargeable batteries.

Sodium Chlorate

Sodium chlorate is used by the pulp and paper industry in pulp bleaching applications. The pulp and paper industry accounts for more than 95% of the market demand for sodium chlorate. Although there are other methods for bleaching pulp, we believe the chlorine dioxide process is preferred for environmental reasons. The primary raw material that we use to produce sodium chlorate is salt, which we purchase under both multi-year agreements and spot contracts.

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Boron

Specialty boron product end-use applications include semiconductors, pharmaceuticals, high-performance fibers, specialty ceramics and epoxies as well as igniter formulations. According to publicly available industry reports, we are one of the leading suppliers of boron trichloride, along with JSC Aviabor, Sigma-Aldrich Corporation, and several Asian manufacturers. We anticipate demand for boron trichloride will remain positive driven primarily by the growth of the semiconductor industry. We believe we hold a similar leading position in the elemental boron market. We expect demand for elemental boron will continue to be largely flat following the trends in the defense and automotive industries in the United States.

Mining and Processing Techniques

This section describes the mineral sands mining and production process by which TiO₂ pigment is ultimately derived and how its primary input, titanium feedstock, and the co-products zircon and pig iron, are obtained from deposits of mineral sands.

Mining

The mining of mineral sands deposits is conducted either “wet,” by dredging or hydraulic water jets, or “dry,” using earth-moving equipment to excavate and transport the sands. Dredging, as used at the Cooljarloo mine, is generally the favored method of mining mineral sands, provided that the ground conditions are suitable and water is readily available. In situations involving hard ground, discontinuous ore bodies, small tonnage or very high grades, dry mining techniques are generally preferred.

Dredge Mining—Dredge mining, or wet mining, is best suited to ore reserves located below the water table. A floating dredge removes the ore from the bottom of an artificial pond through a large suction pipe. The bulk sand material is fed as slurry through a primary, or “wet,” concentrator that is typically towed behind the dredge unit. The dredge slowly advances across the pond and deposits clean sand tailings behind the pond for subsequent revegetation and rehabilitation. Because of the capital cost involved in the manufacturing and location, dredge mining is most suitable for large, long life deposits, often of a lower grade. The dredging operations at Cooljarloo use two large floating dredges in a purpose-built pond. The slurry is pumped to a floating concentrator, which recovers heavy minerals from the sand and clay.

Dry Mining—Dry mining is suitable where mineral deposits are shallow, contain hard bands of rock, or are in a series of unconnected ore bodies. Dry mining is performed at Namakwa Sands, which is located in an arid region on the west coast of South Africa. The ore is mined with front end loaders in a load and carry operation, dumping the mineral bearing sands onto a conveyor belt system that follows behind the mining face. The more competent layers are mined using hydraulic excavators in a backhoe configuration or by trackdozer. Namakwa Sands does not use blasting in its operations. The mined material is transported by trucks to the mineral sizers where primary reduction takes place.

Hydraulic Mining—KZN Sands uses a unique hydraulic mining method for mineral sands due to the topography of the ore body and the ore characteristics. A jet of high-pressure water (approximately 2,500 kilopascals) is aimed at a mining face, thereby cutting into and loosening the sand so that it collapses on the floor. The water acts as a carrier medium for the sand, due to the high fines content contained in the ore body. The slurry generated by the hydraulic monitors flows to a collection sump where oversize material is removed and the slurry is then pumped to the primary concentration plant.

Processing

Concentration—Both wet and dry mining techniques utilize wet concentrator plants to produce a high grade of heavy mineral concentrate (typically approximately 90% to 98% heavy mineral content). Screened ore is first deslimed, a process by which slimes (mineral particles that are too fine to be economically extracted and other

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materials that remain after the valuable fraction of an ore has been separated from the uneconomic fraction) are separated from larger particles of minerals, and then washed through a series of spiral separators that use gravity to separate the heavy mineral sands from lighter materials, such as quartz. Residue from the concentration process is pumped back into either the open pits or slimes dams for rehabilitation and water recovery. Water used in the process is recycled into a clean water dam with any additional water requirements made up from pit dewatering or rainfall.

Mineral Separation

The non-magnetic (zircon and rutile) and magnetic (ilmenite) concentrates are passed through a dry mill to separate out the minerals. Electrostatic and dry magnetic methods are used to further separate the ilmenite, rutile and zircon. Electrostatic separation relies on the difference in surface conductivity of the materials to be separated. Conductive minerals (such as ilmenite, rutile and leucoxene) behave differently from non-conductive minerals (such as zircon and quartz) when subjected to electrical forces. Magnetic separation is dependent on the iron content of a mineral. Magnetic minerals (such as ilmenite) will separate from non-magnetic minerals (such as rutile and leucoxene) when subjected to a magnetic field. A combination of gravity and magnetic separation is used to separate out zircon from the non-magnetic portion of the heavy mineral concentrate. The heavy mineral concentrate at KZN Sands and Namakwa Sands is passed through wet high-intensity magnetic separation to produce a non-magnetic fraction and a magnetic fraction. This step is not required for the Cooljarloo material.

Smelting—Ilmenite at KZN Sands and Namakwa Sands is processed further through direct current arc furnaces to produce titanium slag with a titanium content of approximately 86%. The smelting process comprises the reduction of ilmenite to produce titanium slag and nodular pig iron. Ilmenite and as-received anthracite (dried to remove fine material before smelting) are fed in a tightly controlled ratio through a hollow electrode into an operating furnace where the endothermic reduction of ilmenite occurs. The resultant titanium slag has a lower density than the iron, and separation of the two liquid products occurs inside the furnace. The slag and iron are tapped periodically from separate sets of tapholes located around the circumference of the furnace. The tapholes for slag are on a higher elevation than those for iron. Slag is tapped into steel pots and cooled for several hours in the pots before the slag blocks are tipped out. The blocks are subsequently transported to the blockyard where they are cooled under water sprays for a number of days. They are then crushed, milled and separated according to size fractions, as required by the customers. The tapped pig iron is re-carburized and de-sulfurized, and cast into pigs.

Synthetic Rutile Production—Higher grade ilmenite may also be upgraded into synthetic rutile. Synthetic rutile, or upgraded ilmenite, is a chemically modified form of ilmenite that has the majority of the ferrous, non-titanium components removed, and is also suitable for use in the production of titanium metal or TiO₂ pigment using the chloride process. Ilmenite is converted to synthetic rutile in a two-stage pyrometallurgical and chemical process. The first stage involves heating ilmenite in a large rotary kiln. Coal is used as a heat source and, when burned in a limited air environment, it produces carbon monoxide, which promotes a reducing environment that converts the iron oxide contained in the ilmenite to metallic iron. The intermediate product, called reduced ilmenite, is a highly magnetic sand grain due to the presence of the metallic iron. The second stage involves the conversion of reduced ilmenite to synthetic rutile by removing the metallic iron from the reduced ilmenite grain. This is achieved through aeration (oxidation), accelerated through the use of ammonium chloride as a catalyst, and acid leaching of the iron to dissolve it out of the reduced ilmenite. Activated carbon is also produced as a co-product of the synthetic rutile production process.

Raw Materials

The smelters at KZN Sands and Namakwa Sands use anthracite as a reducing agent, which although available from a variety of suppliers, is metallurgically specific in certain conditions. Namakwa Sands imports high quality anthracite for its smelter from Vietnam. Vietnam has a large anthracite resource, however, the Vietnamese government regulates both the price and sales volumes of anthracite. Both of the KZN Sands smelters use anthracite from two local suppliers. Low ash and sulfur content are the main quality considerations.

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Anthracite suppliers with similar cost and availability to the Vietnamese supplier are available in Russia and Ukraine, as well as locally to our South African operations. Alternatively, char may be used as a substitute reducing agent for anthracite.

The KZN Sands and Namakwa Sands operations currently use Sasol gas, which is available only from Sasol Limited. However, Sasol gas could be replaced with carbon monoxide gas produced by KZN Sands and Namakwa Sands, if necessary. KZN Sands is currently in the process of increasing its use of carbon monoxide gas.

Other raw materials used at the KZN Sands and Namakwa Sands operations include: electrodes, sulphuric acid, flocculant, ferrosilicon, nitrogen and oxygen. Multiple suppliers provide these raw materials.

The Chandala synthetic rutile operation uses coal as a reducing agent, which is available locally from two suppliers, both of which have extensive coal resources. The synthetic rutile process relies on the quality of coal from southwest Western Australia for the efficient production of quality synthetic rutile and activated carbon from the synthetic rutile kiln. Other types of coal could be used if both of the current coal suppliers were unavailable, but some temporary adverse impact on the production and cost of synthetic rutile at Chandala would be likely.

TiO₂ Manufacturing Process

TiO₂ is produced using a combination of processes involving the manufacture of base pigment particles followed by surface treatment, drying and milling (collectively known as finishing). There are two commercial production processes in use by manufacturers: the chloride process and the sulphate process. We are one of a limited number of TiO₂ producers in the world with chloride production technology. TiO₂ produced using the chloride process is preferred for some of the largest end-use applications. As a result of these advantages, the chloride process currently accounts for substantially all of the industry-wide TiO₂ production capacity in North America and approximately 50% of industry-wide capacity globally. All of our TiO₂ is produced using the chloride process.

The chloride process is a newer technology, and we believe it has several advantages over the sulphate process: it generates less waste, uses less energy, is less labor intensive and permits the direct recycle of chlorine, a major process chemical, back into the production process. In the chloride process, feedstock ores (slag, synthetic rutile, natural rutile or ilmenite ores) are reacted with chlorine (the chlorination step) and carbon to form TiCl₄ in a continuous fluid bed reactor. Purification of TiCl₄ to remove other chlorinated products is accomplished using a distillation process. The purified TiCl₄ is then oxidized in a vapor phase form to produce base pigment particles and chlorine gas. The latter is recycled back to the chlorination step for reuse. Base pigment is then typically slurried with water and dispersants prior to entering the finishing step.

The sulphate process can use lower quality (and therefore less expensive) feedstock. In the sulphate process, batch digestion of ilmenite ore or slag is carried out with concentrated sulfuric acid to form soluble titanyl sulphate. After treatment to remove soluble and insoluble impurities and concentration of the titanyl sulphate, hydrolysis of the liquor forms an insoluble hydrous titanium oxide. This precipitate is filtered, bleached, washed and calcined to produce a base pigment that is then forwarded to the finishing step.

Commercial production of TiO₂ results in one of two different crystal forms, either rutile or anatase. Rutile TiO₂ is preferred over anatase TiO₂ for many of the largest end-use applications, such as coatings and plastics, because its higher refractive index imparts better hiding power at lower quantities than the anatase crystal form and it is more suitable for outdoor use because it is more durable. Although rutile TiO₂ can be produced using either the chloride process or the sulphate process, some customers prefer rutile produced using the chloride process because it typically has a bluer undertone and greater durability. Anatase TiO₂ can only be produced using the sulphate process and has applications in paper, rubber, fibers, ceramics, food and cosmetics. All of our global production capacity utilizes the chloride process to produce rutile TiO₂.

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Market Conditions

Mineral Sands

Titanium feedstock ores, the primary raw materials used in the production of TiO₂, experienced a significant rise in selling prices during 2011. Demand and pricing weakened significantly during 2012. The vertical integration of titanium feedstock and TiO₂ production provides Tronox with a secure and cost competitive supply of high grade titanium feedstock over the long term. Our ability to supply all of the feedstock that our pigment operations require enables us to balance our consumption and sales in ways that our competitors cannot.

Pigment

During 2012, we saw a softening of TiO₂ sales volumes due to continued customer destocking and decline in global demand, primarily as a result of weaker residential and commercial construction markets in Europe and Asia. While we are encouraged by signs of recovery in the U.S. housing market and the increasingly stimulative national policy in China, market conditions for TiO₂ pigment in the fourth quarter of 2012 were similar to those of the third quarter.

Competitive Conditions

We believe that we are in an advantaged strategic position in our industry under any macro-economic conditions and across business cycles. Vertical integration gives us enduring advantages such as our low-cost position which is enabled by capturing feedstock margin on pigment sales and selling the most attractively-priced feedstock in the merchant market, which we believe will result in higher margins, lower earnings volatility and significant free cash flow generation.

Mineral Sands

There are a small number of large mining companies or groups that are involved in the production of titanium feedstock. We believe we are the third largest titanium feedstock producer with approximately 10% of global titanium feedstock production. Rio Tinto, through its ownership of Canadian based Fer et Titane, its share in RBM in South Africa and ownership of QMM Madagascar, is the largest producer of titanium feedstock in the world. Australian-based Iluka Resources Limited is the second largest manufacturer, with operations in Australia and the United States. A number of other manufacturers, such as Cristal Global (Saudi Arabia), Eramet SA (France), Kenmare Resources plc (Ireland), Kronos Worldwide Inc. (Europe), Pangang Titanium Industry Co Ltd (China), Kerala Mines and Metals Limited (India) and Ostchem Holding AG (Eastern Europe) also supply titanium feedstock to the global market.

Beyond our structurally assured, relative low cost position, our competitive advantages are our depth of experience in various mining methods and technologies, our ability and know-how to produce upgraded products by means of direct current smelting of ilmenite and the synthetic rutile process, and our capacity to market zircon and rutile for use in a broad range of end-use applications. We are furthermore in a position to supply TiO₂ feedstock, zircon and high purity pig iron from any one of several production units in different geographical locations.

Pigment

According to the latest TZMI data, industry production capacity grew to 6.4 million tonnes from 6.0 million tonnes in the prior year. The global market in which our TiO₂ business operates is competitive. Competition is based on a number of factors such as price, product quality and service. We face competition from major international producers, including DuPont, Cristal Global, Huntsman, and Kronos, as well as smaller regional competitors such as Sachtleben Chemie GmbH and Ishihara Sangyo Kaisha, which operate multiple plants on single continents. We estimate that, based on nameplate capacity, these seven companies accounted for more

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than 64% of the global market share. During 2012, we had global TiO₂ production capacity of 465,000 tonnes per year, which was approximately 7% of global pigment capacity. In addition to the major competitors discussed above, we compete with numerous smaller, regional producers, including producers in China that have expanded their sulphate production capacity during the previous five years.

Worldwide, we believe that we and the other major producers mentioned above are the only companies that have perfected and successfully commercialized the chloride process technology for the production of TiO₂. According to TZMI, among the seven largest multi-national producers, 77% of available capacity uses the chloride process, compared to smaller producers who, on average, produce 6% of products using the chloride process, while TiO₂ produced using chloride process technology is generally preferred for some TiO₂ end-use and specialty applications.

We have global operations with production facilities and a sales and marketing presence in the Americas, Europe and the Asia-Pacific regions. Our global presence enables us to sell our products to a diverse portfolio of customers with whom we have well-established relationships.

In recent years, demand growth has increased in Asia-Pacific, Central and Eastern Europe, the Middle East and Africa and South America more than in the mature economies of North America, Western Europe and Japan. Capacity growth over the next ten or so years is expected to be driven by the above global average demand growth in such emerging markets. While there are several chloride projects planned in China, it is unlikely that they will contribute any significant output before 2014. The probability of new greenfield projects (locations where there is not an existing infrastructure) is limited, given the limitations in feedstock supply, as well as financial risks associated with the large investments in a facility, a long lead time and difficulty in achieving permitting (in particular, environmental permitting). As a result no significant new chloride TiO₂ facility has been built since 1994; however, over the years, the industry has increased capacity through expansion of existing plants and debottlenecking, and we expect this to continue going forward.

Electrolytics and Other

The United States primary battery market, predominantly based on alkaline-grade EMD, is the largest in the world followed by China and Japan according to the Freedonia Group. We are one of the largest suppliers of alkaline-grade EMD in the U.S. market. Other significant producers include Tosoh Corporation, Erachem Comilog, Inc., Energizer Holdings, Inc., and Delta EMD Ltd. The remainder of global capacity is represented by various Chinese producers.

For rechargeable batteries, lithium manganese oxide (“LMO”) remains one of the leading cathode materials for electric vehicles, power tools and other high-power applications. We project the demand for LMO to significantly increase driven by electric vehicles for which the cathode materials are primarily supplied today by Nichia Corp, Toda Kogyo Corp., and other leading Asian LMO materials producers.

Seasonality

There is a seasonal trend in the demand for our products. Because TiO₂ is widely used in paint and other coatings, titanium feedstocks are in higher demand during the second and third quarter of the calendar year in the northern hemisphere economies (spring and summer). This is mostly related to the demand for decorative coatings during seasons when the warmest and driest weather is to be expected. In China, the lowest demand for TiO₂ during the year is experienced in the first quarter, during the two-week Chinese New Year festival.

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Sales and Marketing

Mineral Sands

Titanium Feedstock

Although we use agents and distribution for some sales in the Asia-Pacific region, direct relationship marketing is the primary technique that we employ for the marketing of titanium feedstocks. Multi-year contracts are negotiated with periodic pricing for the pigment industry, while the contract period for other industries tends to be less than one year (either per shipment, quarterly, half-year or one year). Pricing for titanium feedstocks is usually adjusted either on a quarterly or half-year basis. In some instances, we use traders or agents for the sale of titanium feedstocks.

The geographic market for titanium feedstock is global in scope, and TiO₂ producers regularly source and transport titanium feedstock from suppliers located around the world.

Zircon

A portion of the zircon produced at Namakwa Sands is supplied on long-term multi-year contracts with some of our larger European customers. The tonnage is subject to agreement on pricing, which we negotiate at quarterly intervals or on a shipment-by-shipment basis. For customers of KZN Sands, and for smaller customers of Namakwa Sands, we contract zircon tonnage and pricing on a quarterly basis. We seek to avoid the use of agents and traders for the sale of zircon, favoring long-term relationships directly with end users.

Pigment

We supply and market TiO₂ under the brand name TRONOX^® to more than 1,000 customers in approximately 90 countries, including market leaders in each of the key end-use markets for TiO₂ and have supplied each of our top ten customers with TiO₂ for more than 10 years. These top ten customers represented approximately 46% of our total TiO₂ sales in 2012. The tables below summarize our 2012 TiO₂ sales volume by geography and end-use market:

2012 Sales Volume by Geography			2012 Sales Volume by End-Use Market
Americas	48	%	Paints and Coatings	78	%
Europe	24	%	Plastics	19	%
Asia-Pacific	28	%	Paper and Specialty	3	%

In addition to price and product quality, we compete on the basis of technical support and customer service. Our direct sales and technical service organizations execute our sales and marketing strategy, and work together to provide quality customer service. Our direct sales staff is trained in all of our products and applications. Due to the technical requirements of TiO₂ applications, our technical service organization and direct sales offices are supported by a regional customer service staff located in each of our major geographic markets.

We believe our TiO₂ operations, and specifically our plant in Hamilton, Mississippi, are among the lowest cost producers of TiO₂ globally. This is of particular importance as it positions us to be competitive through all facets of the TiO₂ cycle. Moreover, our three TiO₂ production facilities are strategically positioned in key geographies. The Hamilton facility is the third largest TiO₂ production facility in the world, and has the size and scale to service customers in North America and around the globe. Our Tiwest facility, located in Australia, is well positioned to service the growing demand from Asia. Our Botlek facility, located in the Netherlands, services our European customers and certain specialized applications globally. Combined with our titanium feedstock assets in South Africa and Australia, this network of TiO₂ and titanium feedstock facilities gives us the flexibility to optimize asset and feedstock utilization and generate operational, logistical and market efficiencies.

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Our sales and marketing strategy focuses on effective customer management through the development of strong relationships throughout the company with our customers. We develop customer relationships and manage customer contact through our sales team, technical service organization, research and development team, customer service team, plant operations personnel, supply chain specialists and senior management. We believe that multiple points of customer contact facilitate efficient problem-solving, supply chain support, formula optimization and product co-development.

Research and Development

We have a research and development facility that services all of our products. The research and development facility focuses on applied research and development testing of both new and existing processes. The research and development facility has a segment area dedicated to heavy minerals in order to prevent contamination and has both laboratory and pilot scale equipment, mostly for physical beneficiation processes. The facility also has a complete mineralogy section.

Additionally, we employ scientists, chemists, engineers and skilled technicians to provide the technology (products and processes) for our pigment businesses. Our product development personnel have a high level of expertise in the plastics industry and polymer additives, the coatings industry and formulations, surface chemistry, material science, analytical chemistry and particle physics. Among the process technology development group’s highly developed skills are computational fluid dynamics, process modeling, particle growth physics, extractive metallurgy, corrosion engineering and thermodynamics. The majority of scientists supporting our pigment and electrolytic research and development efforts are located in Oklahoma City, Oklahoma.

Our expenditures for research and development were approximately $9 million, $9 million, less than $1 million and $6 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively. These figures do not include the cost of test work for feasibility studies, which can vary significantly from year to year.

New process developments are focused on increased throughput, control of particle physical properties and general processing equipment-related issues. Ongoing development of process technology contributes to cost reduction, enhanced production flexibility, increased capacity and improved consistency of product quality. In 2012, our development and commercialization efforts were focused on several TiO₂ products that deliver added value to customers by way of enhanced properties of the pigment.

Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights

Proprietary protection of our intellectual property is important to our business. We have a comprehensive intellectual property strategy that includes obtaining, maintaining and enforcing its patents, trademarks and other intellectual property. However, much of the fundamental intellectual property associated with both chloride and sulfate pigment production is no longer subject to patent protection.

Mineral Sands

In South Africa, we own three patents (including provisional patent grants) and have another four pending patent applications, and our patents are protected in most of our primary markets. We also rely on intellectual property for our Namakwa Sands operations, which was granted to us in perpetuity by Anglo American South Africa Limited for use on a worldwide basis, pursuant to a non-exclusive license. None of our patents are due to expire in the next five years.

We have 14 trademark registrations (including applications for registrations currently pending) in South Africa and Australia. We protect the trademarks that we use in connection with the products we manufacture and

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sell, and have developed goodwill in connection with our long-term use of our trademarks; however, there can be no assurance that the trademark registrations will provide meaningful protection against the use of similar trademarks by competitors, or that the value of our trademarks will not be diluted.

We also use and rely upon unpatented proprietary knowledge, continuing technological innovation and other trade secrets to develop and maintain our competitive position. We conduct research activities and protect the confidentiality of our trade secrets through reasonable measures, including confidentiality agreements and security procedures.

Pigment

While certain patents held for our products and production processes are important to our long-term success, more important is the operational knowledge we possess. We seek patent protection for our technology where competitive advantage may be obtained by patenting, and files for broad geographic protection given the global nature of our business. Our proprietary TiO₂ technology is the subject of over 200 patents worldwide, the substantial majority of which relate to our chloride products and production technology.

At December 31, 2012, we held approximately 200 patents, of which approximately 135 are considered significant to our business. We define significant to our business as patents that are either (1) currently employed in its process or to produce products to its advantage, (2) may not be currently employed by us, but are defensive to prevent competitors from using the technology to their advantage or (3) patents that are likely to be utilized by us in future process or product advancements. Our significant patents have expiration dates ranging from 2013 through 2032.

We also rely upon and have taken steps to secure our unpatented proprietary technology, know-how and other trade secrets. Our proprietary chloride production technology is an important part of our overall technology position. We are committed to pursuing technological innovations in order to maintain our competitive position.

Employees

As of December 31, 2012, we had approximately 3,900 employees, with 900 in the United States, 700 in Australia, 1,900 in the South Africa and 400 in Europe and other international locations. Our employees in the United States are not represented by collective bargaining agreements. Approximately 90% of our employees in Australia are represented by collective bargaining agreements. Approximately 90% of our employees in South Africa have collective bargaining agreements with labor organizations. Approximately 90% of our employees in Europe are represented by works’ councils. We consider relations with our employees and labor organization to be good.

Environmental Provisions

A variety of laws and regulations relating to environmental protection affect almost all of our operations. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, these laws may require us to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. Operation of pollution-control equipment usually entails additional expense. Certain expenditures to reduce the occurrence of releases into the environment may result in increased efficiency; however, most of these expenditures produce no significant increase in production capacity, efficiency or revenue.

We are in substantial compliance with applicable environmental rules and regulations. Currently, we do not have any outstanding notices of violation or orders from regulatory agencies.

Recurring operating expenses are expenditures related to the maintenance and operation of environmental equipment such as incinerators, waste treatment systems and pollution control equipment, as well as the cost of

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materials, energy and outside services needed to neutralize, process, handle and dispose of current waste streams at our operating facilities. These operating and capital expenditures are necessary to ensure that ongoing operations are handled in an environmentally safe and effective manner.

From time to time, we may be party to legal and administrative proceedings involving environmental matters or other matters in various courts or agencies. These could include proceedings associated with businesses and facilities operated or used by our affiliates, and may include claims for personal injuries, property damages, breach of contract, injury to the environment, including natural resource damages, and non-compliance with, or lack of properly updated or renewed, permits. Our current operations also involve management of regulated materials and are subject to various environmental laws and regulations.

In accordance with ASC 450, Contingencies, and ASC 410, Asset Retirement and Environmental Obligations, we recognize a loss and record an undiscounted liability when litigation has commenced or a claim or an assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be estimated. It is not possible for us to reliably estimate the amount and timing of all future expenditures related to environmental matters because, among other reasons, environmental laws and regulations, as well as enforcement policies and remediation levels, are continually changing, and the outcome of court proceedings, alternative dispute resolution proceedings (including mediation) and discussions with regulatory agencies is inherently uncertain.

We believe that we have reserved adequately for the probable and reasonably estimable costs of known contingencies. There is no environmental litigation, claim or assessment that has been asserted nor is there any probability of an assessment or a claim for which we have not recorded as a liability. However, additions to the reserves may be required as additional information is obtained that enables us to better estimate our liabilities. We cannot reliably estimate the amount of future additions to the reserves at this time. In certain situations, expenses may be probable but may not be estimable. Additionally, sites may be identified in the future where we could have potential liability for environmental related matters. We would not establish reserves for any such sites.

Environmental, Health and Safety Matters

Mineral Sands

Our facilities and operations are subject to extensive general and industry-specific environmental, health and safety regulations in South Africa and Australia. These regulations include those relating to mine rehabilitation, liability provision, water management, the handling and disposal of hazardous and non-hazardous materials and occupational health and safety. The various legislation and regulations are subject to a number of internal and external audits. The following describes environmental, health and safety matters with respect to our operations.

We believe that our mineral sands operations are in compliance, in all material respects, with existing health, safety and environmental legislation and regulations. We employ health, safety and environmental experts to advise us on technical and regulatory matters relevant to the management of our facilities and operations, and we continually invest in our plants, equipment and other infrastructure to ensure that our mineral sands operations comply with our obligations under health, safety and environmental laws and regulations.

Fairbreeze Environmental Impact Assessment

In order to receive the environmental authorization necessary to begin Project Fairbreeze, an environmental impact assessment report was prepared and submitted to the Department of Agriculture, Environmental Affairs and Rural Development (“DAEARD”), as required under the National Environmental Management Act (“NEMA”). There are two forms of environmental impact reports: a basic assessment report (“BAR”) and a more comprehensive scoping and environmental impact report (“SEIR”).

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NEMA provides that an applicant may request permission to undertake a BAR instead of an SEIR if the applicant believes that the information included in the BAR will be sufficient to allow DAEARD to reach its decision. DAEARD granted permission to submit a BAR based on the fact that Exxaro Mineral Sands had already conducted extensive environmental impact assessments and scoping studies on the proposed Fairbreeze mining area over a period of approximately 13 years, and that undertaking the SEIR process would have repeated many of those assessments and scoping studies already completed.

In September 2012, the South African Department of Mineral Resources (“DMR”) approved our amendment application to the Environmental Management Program for Project Fairbreeze. This, together with NEMA authorization received earlier this year, allowed us to commence with selected early-phase construction activities while awaiting further authorizations. In October 2012, the Mtunzini Conservatory filed an application for an injunction to halt the early-phase construction at Fairbreeze. We opposed the injunction and in January 2013 the Durbin High Court dismissed the case and awarded costs in our favor. The Mtunzini Conservatory subsequently appealed the dismissal and cost award. We intend to vigorously oppose the appeal and we are proceeding with early-phase construction at Fairbreeze.

Radioactive Minerals

We have the required permits in South Africa and Australia to mine, treat, store, dispose of, transport, handle and allow employee access to radioactive minerals (zircon and monazite). Provision for the potential cleanup costs related to such activities is included in the mine closure cost and reflected in our consolidated financial statements.

The Royalty Act

The Mineral and Petroleum Resources Royalty Act, 2008 was promulgated on November 24, 2008, became effective on March 1, 2010 and imposes a royalty on refined and unrefined minerals payable to the South African government.

The royalty in respect of refined minerals is calculated by dividing earnings before interest and taxes (“EBIT”) by the product of 12.5 times gross revenue calculated as a percentage, plus an additional 0.5%. EBIT refers to taxable mining income (with certain exceptions, such as no deduction for interest payable and foreign exchange losses) before assessed losses, but after capital expenditure. A maximum royalty of 5% of revenue has been introduced for refined minerals.

The royalty in respect of unrefined minerals is calculated by dividing EBIT by the product of nine times gross revenue calculated as a percentage, plus an additional 0.5%. A maximum royalty of 7% of revenue has been introduced for unrefined minerals. Where unrefined mineral resources constitute less than 10% in value of the total composite mineral resources, the royalty rate in respect of refined mineral resources may be used for all gross sales and a separate calculation of EBIT for each class of mineral resources is not required.

Environmental Management

Since 1993, in accordance with the terms of an amendment of the South African Minerals Act, 1991, each new mine was required to prepare an Environmental Management Program Report (“EMPR”) for approval by the DMR. EMPRs covered the environmental impacts of a mine during its life, up to the point where the DMR issues a closure certificate. EMPRs made specific provision for environmental management during the construction, operational, decommissioning and aftercare phases. EMPRs also set out timetables and the extent of financial commitments to cover each phase of management.

In terms of the MPRDA, applicants for a mining right are required to conduct an environmental impact assessment and submit an Environmental Management Program, while applicants for a prospecting right, mining permit or reconnaissance permit have to submit an Environmental Management Plan (collectively referred to as an “EMP”).

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Applicants for converted mining rights may rely on the EMPR approval for their old order mining right but may be required by the DMR to update this to comply with the provisions of the MPRDA. Prospecting and mining rights only become effective under the MPRDA on the date that the corresponding EMP has been approved. The MPRDA includes a requirement to make financial provision for the remediation of environmental damage, as well as for the issuing of a closure certificate and requires that the financial provision be in place before approval of the EMP. An application for a closure certificate now becomes compulsory upon lapsing of the right or cessation of activities.

Prior to the approval of the EMP and the proposed mining operation itself, the applicant must make financial provision for the rehabilitation or management of negative environmental impacts, as noted above. In the event that the mine operator fails or is unable to rehabilitate environmental damage, the DMR may use all or part of the financial provision to rehabilitate or manage the negative environmental impact. The mining company must review its environmental liability annually and revise its financial provision accordingly to the satisfaction of the DMR.

Pigment

Our pigment business is subject to extensive regulation by federal, state, local and foreign governments. Governmental authorities regulate the generation and treatment of waste and air emissions at our operations and facilities. At many of our operations, we also comply with worldwide, voluntary standards developed by the ISO a nongovernmental organization that promotes the development of standards and serves as a bridging organization for quality and environmental standards, such as ISO 9002 for quality management and ISO 14001 for environmental management.

Chemical Registration

The European Union adopted a new regulatory framework for chemicals in 2006 known as Registration, Evaluation and Authorization of Chemicals (“REACH”). Manufacturers and importers of chemical substances must register information regarding the properties of their existing chemical substances with the European Chemicals Agency (“ECHA”). The timeline for existing chemical substances to be registered is based on volume and toxicity. The first group of chemical substances was required to be registered in 2010 and the remainder is due to be registered in 2013 and 2018. We registered those products requiring registration by the 2010 deadline. The REACH regulations also require chemical substances which are newly imported or manufactured in the European Union to be registered before being placed on the market. These substances are referred to as “non-phase-in” substances. We are currently working on registration for the “non-phase-in” substances. Products containing greater than 0.1% of substances determined to be “very high concern” will be placed on a candidate list for authorization. If safer alternatives for any of these chemical substances on the candidate list exist, then those chemical substances may not be authorized. We currently do not have any products that would be placed on the candidate list. We do not expect the costs of REACH compliance to be material to our operations at this time.

The United States has chemical regulation under the Environmental Protection Agency (the “EPA”) through the Toxic Substances Control Act (“TSCA”). TSCA requires various reporting mechanisms for new and existing chemicals. The EPA announced in 2009 a comprehensive approach to improve the chemicals management program under TSCA. This may result in additional data requirements; testing, restrictions or bans on a chemical substance depending on the risk a chemical may pose. We do not anticipate any costs or actions material to our operation at this time due to these actions. We are currently monitoring proposed legislation regarding TSCA and assessing any potential impacts.

GHG Regulation

We currently report and manage GHG emissions as required by law for sites located in areas (European Union/Australia) requiring such managing and reporting. While the United States has not adopted any federal

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climate change legislation, the EPA has introduced some GHG programs. For example, under the EPA’s GHG “Tailoring Rule,” expansions or new construction could be subject to the Clean Air Act’s PSD requirements. Some of our facilities are currently subject to GHG emissions monitoring and reporting. Changes or additional requirements due to GHG regulations could impact our capital and operating costs. However, it is not possible at the present time to estimate any financial impacts to these U.S. operating sites. Also, some in the scientific community believe that increasing concentrations of GHGs in the atmosphere may result in climatic changes. Depending on the severity of climatic changes, our operations could be adversely affected. Our operations in Australia were subject to a new Australian carbon tax law beginning in 2012, resulting in an estimated $7 million expense annually.

Regulation of the Mining Industry in South Africa

Mineral and Petroleum Resources Development Act, 2002

The MPRDA came into effect on May 1, 2004, and vests all mineral rights in South Africa in the state (including the right to grant prospecting and mining rights). The objectives of the MPRDA are, among other things, to promote equitable access to the nation’s mineral resources by South Africans, expand opportunities for historically disadvantaged persons (“HDSAs”) who wish to participate in the South African mining industry, advance social and economic development and create an internationally competitive and efficient administrative and regulatory regime based on the universally accepted principle (consistent with common international practice) that mineral resources are part of a nation’s patrimony.

There are four principal authorizations available under the MPRDA with respect to minerals: a reconnaissance permission, a prospecting right, a mining right and a retention permit. A reconnaissance permit may be applied for in order to search for minerals by way of geological, geophysical and photogeological surveys. A reconnaissance permission is valid for two years and is not renewable. Prospecting rights are initially granted for a maximum period of five years and can be renewed once upon application for a further period not exceeding three years. Mining rights are valid for a maximum period of 30 years and can be renewed upon application for further periods, each of which may not exceed 30 years. The MPRDA provides for the grant of retention permits, which would have a maximum term of three years, and which could be renewed once upon application for a further two years.

The Minister of Mineral Resources considers a wide range of factors and principles when deciding whether to grant prospecting and mining rights applications, including proposals relating to black economic empowerment and social responsibility. A mining right can be cancelled if the holder is conducting mining operations in contravention of the MPRDA, breaches a material term or condition of such right, is contravening the approval management plan or has submitted inaccurate, incorrect or misleading information in connection with any matter required to be submitted to the Department of Mineral Resources in terms of the MPRDA.

We have approved Social and Labor Plans in place with respect to all of its mining license agreements, as required by the DMR.

The South African government published the Broad Based Socio-Economic Charter for the South African Mining Industry in April 2004 (as amended in 2010) (the “Revised Mining Charter”). The Revised Mining Charter states that its objectives are to:

• promote equitable access to South Africa’s mineral resources for all the people of South Africa;

• substantially and meaningfully expand opportunities for HDSAs and women to enter the mining and minerals industry and to benefit from the exploitation of South Africa’s mineral resources;

• utilize the existing skills base for the empowerment of HDSAs;

• expand the skills base of HDSAs in order to serve the community;

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• promote employment and advance the social and economic welfare of mining communities and areas supplying mining labor;

• promote beneficiation of South Africa’s mineral commodities beyond mining and processing, including the production of consumer products; and

• promote sustainable development and growth in the mining industry.

The Revised Mining Charter was effective as of September 13, 2010. Similar to the requirement under the original Mining Charter, the Revised Mining Charter requires that mining entities achieve a 26% HDSA ownership of mining assets by 2014. The Revised Mining Charter includes requirements that mining companies achieve the following by 2014:

• facilitate local beneficiation of mineral commodities and procure a minimum of 40% of capital goods, 70% of services and 50% of consumer goods from HDSA suppliers (i.e., suppliers of which a minimum of 25% plus one vote of their share capital is owned by HDSAs) by 2014 (these targets will be exclusive of non-discretionary procurement expenditure);

• ensure that multinational suppliers of capital goods contribute a minimum 0.5% of their annual income generated from South African mining companies towards the socioeconomic development of South African communities into a social development fund from 2010;

• achieve a minimum of 40% HDSA demographic representation by 2014 at the executive management (board) level, senior management (executive committee) level, core and critical skills, middle management level and junior management level;

• invest up to 5% of annual payroll in essential skills development activities; and

• implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organized labor.

In addition, mining companies are required to monitor and evaluate their compliance with the Revised Mining Charter and must submit annual compliance reports (called scorecards) to the DMR. The scorecard provides for a phased-in approach for compliance with the above targets over the five year period ending in 2014.

For measurement purposes, the scorecard allocates various weights to the different elements of the Revised Mining Charter. Failure to comply with the provisions of the Revised Mining Charter is said to amount to a breach of the MPRDA, may result in the cancellation or suspension of a mining company’s existing mining rights and may prevent a mining company from obtaining any new mining rights. Currently the MPRDA is subject to a review with a view to adopting and publishing a revised Act in due course. It is envisaged that the revised Act will incorporate much of the requirements as laid out in the Revised Mining Charter and may legislate other requirements.

Regulation of the Mining Industry in Australia

Mining operations in Western Australia are subject to a variety of environmental protection regulations.

Environmental Protection Act 1986 (WA)

The Environmental Protection Act (the “EP Act”) is the primary source of environmental regulation in Western Australia. The EP Act is administered by the Department of Environment and Conservation (the “DEC”), which is the Western Australian State Government agency responsible for environmental protection and

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natural resource management. The EP Act establishes the Western Australia Environmental Protection Authority, which conducts environmental impact assessments and provides independent advice and recommendations to the State Minister for Environment.

The EP Act relevantly provides for:

• environmental impact assessment and Ministerial statement of conditions for projects likely to have a significant effect on the environment;

• licensing and works approvals for the construction and operation of certain prescribed premises;

• general obligations not to pollute or cause environmental harm; and

• regulations and policies for the conservation, preservation, protection, enhancement and management of the environment.

If a proposed industrial, mining or infrastructure activity presents a likely risk of significant impact on the environment, a company will be required to refer the proposal to the Environmental Protection Authority under Part IV of the EP Act to decide whether the proposal requires environmental impact assessment and approval. Any person (including any conservation group) may refer proposals to the Environmental Protection Agency, and all government authorities who are responsible for issuing any approvals for the project have a statutory obligation to refer a proposal to the Environmental Protection Agency if the proposal may have a significant effect on the environment.

If assessment is required, the Environmental Protection Agency can either assess on the information provided by the proponent, or proceed to a public environmental review. After completing its assessment the Environmental Protection Agency will forward its recommendations to the State Environment Minister who, if satisfied with the proposed management of impacts, will subsequently issue a Ministerial approval and statement of conditions. Approval of a mid-size mining operation project with one or two sensitive environmental issues takes an average of two to three years to complete the process.

Environment Protection and Biodiversity Conservation Act 1999 (Cth)

The Environment Protection and Biodiversity Conservation Act 1999 (Cth) (“EPBC Act”) establishes the Federal environment protection regime. The EPBC Act prohibits the carrying out of a “controlled action” that may have a significant impact on a “matter of national environmental significance,” such as World Heritage properties, Ramsar wetlands and listed threatened and migratory species or ecological communities. An action that may have such an impact must be referred to the Minister to undergo an assessment and approval process. The requirements of this Act are in addition to any Western Australian legal requirements, and there are significant penalties for non-compliance.

During March 2012, the Western Australian State Government and the Commonwealth Government entered into a bilateral agreement which:

• aims to reduce duplication of State and Commonwealth environmental impact assessment processes; and

• allows the Minister to rely on accredited Western Australian environmental impact assessments (carried out under the EP Act) in assessing actions under the EPBC Act.

Occupational Health and Safety

Prescriptive legislation regulates health and safety at mining workplaces in Western Australia. The principal general occupational health and safety legislation and regulations are the Occupational Safety and Health Act

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1984 (WA), the Occupational Health and Safety Regulations 1996 (WA) and the guidelines. The Mines Safety and Inspection Act 1994 (WA) and Mines Safety and Inspection Regulations 1995 (WA) and guidelines provide the relevant legislation for mining operations in Western Australia. The Dangerous Goods Act 2004 (WA) applies to the safe storage, handling and transport of dangerous goods.

As part of a national process of harmonizing work health and safety laws Australia wide, the Western Australian government is in the process of preparing draft harmonized legislation. The national harmonization laws passed by the Federal Government in November 2011 have not yet been adopted by Western Australia. The Western Australian State Government has not given a date for when the new regime will commence. A review period of six months has commenced and a public consultation period began in July 2012.

Sustainability

Our approach to safety and sustainable development which is codified in the Safety and Sustainable Development Policy, includes the following guiding principles to ensure the health and safety of its employees, the environment, surrounding communities and its resources by ensuring sustainable development in all of its activities:

• ensuring an appropriate organizational structure and adequate resources to manage sustainable development, including safety, health and environmental matters and to comply with legislation;

• complying with all applicable legislation and international obligations as a minimum requirement and implementing effective company standards, programs and processes to manage risks;

• conserving natural resources and reducing the environmental burden of waste generation and emissions to air, water and land through strategies focusing on reducing, reusing, recycling and responsible disposal of waste; and

• establishing objectives, targets and continuously improving operations in terms of safety and sustainable development performance and management systems.

In addition, we follow management standards that form the basis for the development and application of our Safety and Sustainable Development Policy at all levels. The management standards cover the entire life cycle of operations, including decommissioning, closure and rehabilitation.

Mining Law

Each Australian state and territory has its own legislation regulating the exploration for and mining of minerals. Our operations are principally regulated by the Western Australian Mining Act 1978 (WA) (the “Mining Act”) and the Mining Regulations 1981 (WA) (the “Mining Regulations”). The Department of Mines and Petroleum administers the Mining Act, which makes provision for a number of different tenements, including prospecting licenses, exploration and retention licenses and mining leases. Some of the basic features of these tenements are outlined below.

Mining Tenements

Prospecting Licenses and Exploration Licenses

A prospecting license grants the license holder the right to carry out exploration for all minerals on a comparatively small scale (except iron ore, unless expressly authorized) in the license area, and has a term of four years.

The rights conferred by an exploration license are similar to those conferred by a prospecting license, except that an exploration license is for a larger scale and area, and has an initial term of five years.

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Retention License

A holder of an exploration license or a prospecting license granted (or applied for) before February 10, 2006, or mining lease may apply for a retention license. Exploration licenses and prospecting licenses granted after February 10, 2006 can now have a retention status. The application for a retention license must address certain criteria, including provision of a statutory declaration that mining of the identified mineral resource is for the time being impracticable for one or more of the reasons provided for in the Mining Act.

The holder of a prospecting, exploration or retention license has the right to apply for a mining lease (over an area over which it has been carrying out its prospecting/exploration activities), and to have the mining lease granted to it (on such terms and conditions as the Minister considers reasonable) provided that there is significant mineralization on or under the land to which the application relates, and that the application does not relate to certain areas of land such as reserves, for which the Minister’s consent is required before mining can be carried out on such land, a marine park or marine management area.

Mining Leases

In Western Australia, the maximum initial term of a mining lease granted under the Mining Act is 21 years. Upon expiration of the initial term, a mining lease holder may renew the lease for a further period of 21 years, with subsequent renewals subject to the Minister’s discretion. The maximum area for a mining lease applied for before February 10, 2006 is 10 square kilometers; after then, the size applied for is to relate to an identified orebody as well as an area for infrastructure requirements.

All mining leases carry standard conditions and endorsements regulating the activities that the tenement holder must carry out in order to ensure that the land is adequately rehabilitated after mining and that mining is conducted in a safe manner, in addition to the tenement holder’s obligations under Federal and State legislation. Mining activity may not commence until the tenement holder has received approval for its mining proposal, which outlines the nature of the proposed development, the method of mining, its environmental impact, rehabilitation proposals and all building plans. The mining proposal plan must include a detailed description of both the proposed project and the existing natural environment in which it will take place, including the relevant aspects of the social environment, such as Aboriginal sites, heritage issues, community values and other existing land uses, and must summarize the tenement holder’s environmental management commitments to manage and ameliorate any significant environmental impacts. If mining is likely to have a significant impact on the environment it must be referred to the Environmental Protection Authority for a formal environmental impact assessment under Part IV of the EP Act. Other environmental approvals include a works approval. An operating license and clearing permit may also be required under Part V of the EP Act.

Mineral Royalties

Holders of mining leases are required to submit production reports and royalty returns to the Department of Mines and Petroleum on all minerals extracted from the mining area. The holder of, or applicant for, a mining lease shall, on each occasion that they pay royalties to the Department forward with the royalties a royalty return, in a form approved by the Minister, showing in full the details required to calculate those royalties.

State Agreements

State Agreements are essentially contracts between the State of Western Australia and the proponents of major resources projects, and are intended to foster resource development and related infrastructure investments. These agreements are then approved and ratified by the Parliament of Western Australia. Statutory ratification means that the agreement takes effect notwithstanding any statute or general law which would otherwise be applicable to the agreement and the project contemplated by it. State Agreements typically operate as a framework for the development and operation of the relevant project from “cradle to grave” and are usually the

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source for all tenure necessary to support the project. A State Agreement typically obliges the private developer to pay royalties, make infrastructure available to third parties and support local content and community development initiatives.

The State Agreement relevant to our Australian operations and its production of mineral sands is the agreement authorized by and scheduled to the Mineral Sands (Cooljarloo) Mining and Processing Agreement Act 1988 (WA). State Agreements may only be amended by mutual consent, which reduces the sovereign risk and increases the security of tenure, however it should be noted that Parliament may, as a matter of principle, enact legislation that overrules or amends the particular State Agreement.

Native Title

“Native title” describes the rights and interests of Aboriginal and Torres Strait Islander people in relation to land, according to their traditional laws and customs that are recognized by the common law in Australia. The Australian Parliament passed the Native Title Act 1993 (Cth) (“Native Title Act”), which codified the native title doctrine. The Native Title Act recognizes that native title may be extinguished. The Native Title Act also provides for the grant of rights that may affect native title subject to compliance with its processes (such as the grant of a mining lease). It recognizes prior (to its enactment) extinguishment by an action of the government, such as the creation of an interest that is inconsistent with native title, and the grant of a right to exclusive possession through freehold title or certain leases (not including mining leases), although a valid mining title holder may exercise its title rights without extinguishing native title.

Native Title Claims and Determinations

The Native Title Act also provides for the determination of native title claims by the Federal Court. If a native title claim filed by native title claimants passes the registration test, it will be entered on the Register of Native Title Claims, upon which the applicant is entitled to certain statutory rights, including the right to negotiate with respect to the grant of rights that may affect native title (such as the grant of a mining lease). A claim may be referred by the Federal Court to the National Native Title Tribunal in order to mediate an outcome satisfactory to both native title claimants and any other interested parties. If this process is not successful, the Federal Court will set a trial to adjudicate the existence of a native title.

Compensation

The Native Title Act confers on native title holders a right to compensation for the effect of the grant of mining tenements (where native title exists). Compensation rights only arise for the effect of acts done after October 31, 1975 (the commencement of the Racial Discrimination Act 1975 (Cth)).

In Western Australia, the State has passed to tenement holders’ liability for the payment of compensation to native title holders for any effect on their native title of the grant of certain tenements. From January 1999, section 125A of the Mining Act 1978 (WA) passed liability for native title compensation for all tenements granted to the holder. It is also a common condition for tenements granted after 1994 that the tenement holder pays any native title compensation.

Cultural Heritage

Western Australian and Commonwealth legislation protects Aboriginal sites and areas as well as objects of archaeological and cultural significance. The consent of the Western Australian Minister is required under the Aboriginal Heritage Act 1972 (WA) before works that would impact on an aboriginal site can proceed. Any declarations made under Commonwealth legislation for aboriginal sites will also need to be complied with. Mining and development operations and new projects can be halted or delayed due to claims or impacts that operations or proposed projects may have on a site or area of Aboriginal cultural significance which will be

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damaged or desecrated by the operations or proposed projects. For example, the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) provides for the preservation and protection of “significant aboriginal areas” (which can include bodies of water) and objects throughout Australia which are of particular significance to Aboriginals (including Torres Strait Islanders).

The National Environmental Management Act

NEMA is intended to integrate environmental management countrywide by establishing principles to serve as a general framework for environmental matters and by providing guidelines for the interpretation, administration and implementation of NEMA and any other environmental law.

NEMA imposes a duty on any person who causes, has caused or may cause significant pollution or environmental degradation to take reasonable measures to prevent, minimize and rectify significant pollution and environmental degradation. There is no stipulated threshold limit for pollution that triggers the obligation to remediate and there are no legislated standards to which contamination must be remediated. What NEMA does require is the taking of reasonable measures. Non-compliance with the duty allows a competent authority to require that specified measures be taken. If such measures are not taken by the relevant regulated person, the competent authority may take those steps itself and recover the costs from various parties. Liability is retrospective.

NEMA creates the possibility of a class action against any entity for the potential or actual adverse consequences of a particular activity on the environment.

Property

As of December 31, 2012, our significant properties consisted of the following:

• Three TiO₂ facilities located in Hamilton, Mississippi, Kwinana, Western Australia and Botlek, The Netherlands;

• An EMD and boron facility located in Henderson, Nevada;

• The KZN Sands mine, Namakwa Sands mine, Hillendale mine and Fairbreeze mine located in South Africa;

• The Cooljarloo mine located in Western Australia;

• Corporate offices located in Stamford, Connecticut; and

• Research and development facilities located in Oklahoma City, Oklahoma.

TiO₂ and Electrolytic Facilities

Our TiO₂ and electrolytic facilities consist of the physical assets necessary and appropriate to produce, distribute and supply our TiO₂, electrolytic manganese dioxide, sodium chlorate, boron-based and other specialty chemicals and consist mainly of manufacturing and distribution facilities. We believe our properties are in good operating condition and are well maintained. Pursuant to separate financing agreements, substantially all of our U.S. properties are pledged or encumbered to support or otherwise provide the security for our indebtedness.

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The following table summarizes our TiO₂ production facilities and production capacity (in gross tonnes per year) as of December 31, 2012, by location:

Facility	Production		TiO2 Capacity		Process		Property Owned/Leased		Facility Owned/Leased
Hamilton, Mississippi		TiO2		225,000		Chloride		Owned		Owned
Kwinana, Western Australia		TiO2		150,000		Chloride		Owned		Owned
Botlek, the Netherlands		TiO2		90,000		Chloride		Leased		Owned

The following table summarizes our electrolytic facilities and production capacity (in gross tonnes per year) as of December 31, 2012, by location:

Facility	Product	Capacity		Property Owned/Leased		Facility Owned/Leased
Hamilton, Mississippi	Sodium chlorate		150,000		Owned		Owned
Henderson, Nevada	EMD		27,000		Leased		Owned
Henderson, Nevada	Boron products		525		Leased		Owned

Mineral Sands Licenses and Leases

We mine valuable heavy minerals (“VHM”), including ilmenite, rutile, leucoxene, zircon, at three separate operations; Namakwa Sands and KZN Sands in South Africa at and Cooljarloo in Western Australia. All three mining operations produce two principal commercial product lines: titanium minerals, such as ilmenite, natural rutile, and leucoxene, and zircon, a zirconium silicate mineral. The individual titanium minerals and zircon all have distinct commercial markets, and the titanium minerals are valuable as either mineral concentrates or as vertically integrated TiO₂ feedstock. Most or all of the ilmenite mined at Namakwa Sands or KZN Sands is intended for smelter feed for titanium slag production at Saldanha Bay and Empangeni, respectively, and ilmenite from Western Australia is internally consumed as synthetic rutile feed at the Chandala metallurgical complex. The synthetic rutile product from Chandala is vertically-integrated with our pigment plant in Kwinana, Western Australia, or it can be marketed as a separate commercial product. The internal valuation of titanium and zircon mineral production is dynamic and relatively complex in terms of our HMS mining-titanium feedstock-TiO₂ supply chain.

South Africa

Our primary South African mining rights are the Fairbreeze, Hillendale and Namakwa Sands mining rights.

The Fairbreeze Conversion mining right was an old order mining right in respect of heavy minerals (“HM”) ilmenite, rutile and zircon, which was converted to a new order right and executed by the South African DMR on March 23, 2010 and is valid for a period of 25 years. The Fairbreeze C Extension mining right is a new order mining right in respect of HM ilmenite, rutile and zircon, executed by the DMR on April 9, 2009 and is valid for a period of 30 years.

The Hillendale mining right at KZN Sands was an old order mining right in respect of HM, which was converted to a new order mining right on March 23, 2010. The Hillendale mining right is valid for a period of 25 years, until 2035.

The Hartebeestekom mining right at Namakwa Sands was an old order mining right in respect of HM, which was converted to a new order mining right and ceded by Anglo Operations Limited to TSA Sands on August 25, 2008. The Hartebeestekom mining right is valid for a period of 30 years, until 2038. The Rietfontein Conversion mining right at Namakwa Sands is an old order mining right in respect of HM, which was converted to a new order mining right and ceded by Anglo Operations Limited on August 25, 2008. The Rietfontein Conversion mining right is valid for a period of 30 years, until 2038.

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An application for renewal of a mining right must be submitted within 60 working days prior to the mining right’s expiry date. A mining right may be renewed for further periods, each of which may not exceed 30 years. The Minister of Mineral Resources must grant a renewal of a mining right if the holder has complied with the South African MPRDA.

Australia

Our Australian mining leases are at Cooljarloo, Jurien and the Dongara Project mining rights. Our Australian operations also manage six exploration licenses at Cooljarloo West, for areas which are currently under active exploration.

There is one mining lease at Cooljarloo, which was granted on March 2, 1989 for a term of 21 years. The term was extended for an additional 10 years in 2010, and will expire on March 1, 2020 (unless the term is further extended).

Our Australian operations have three mining leases at Jurien, which were all granted in 1989 and which were all extended in 2010 for an additional 21 year term ending in 2031. No mining or processing activity has been conducted at Jurien since 1994.

Our Australian operations have six mining leases over the Dongara Project area. Our Australian operations are in the process of having a Public Environmental Review performed on the Dongara Project area in order to obtain approval to mine from the Environmental Protection Authority (Western Australia). Fourteen additional mining leases over the Dongara Project area are currently under application and are progressing through the future act process under the Native Title Act prior to being granted by the Department of Mines and Petroleum.

Our Australian operations are also governed by a State Agreement with the State of Western Australia, which was approved and ratified by the Parliament of Western Australia. State Agreements are contracts between the government of Western Australia and the proponents of major resources projects, and are ratified by an Act of the State Parliament. State Agreements specify the rights, obligations, terms and conditions for the development of major resources projects, and establish a framework for ongoing relations and cooperation between the State and the proponent of the project. The relevant State Agreement relating to our Australian operations is an agreement authorized and scheduled to the Mineral Sands (Cooljarloo) Mining and Processing Agreement Act 1988 (WA).

Reporting of Ore Reserves and Mineral Resources

The HM reserve estimates reported below are derived from Mineral Resource/Ore Reserve Statements (“RR Statements”) compiled and reviewed by professionals and technical specialists in Australia and South. The estimates provided are required to be in accordance with the mineral resource reporting standards developed by the Joint Ore Reserves Committee of The Australian Institute of Mining and Metallurgy (the “JORC”), and SAMREC/SAMVAL Committee (“SSC”). The JORC is responsible for the JORC Code and the SSC is responsible for the SAMREC Code.

The individual RR Statements contain detailed descriptions of the regional and deposit geology, technical data collection and validation, reserve computation and modeling techniques and other details related to the estimated mineral resource and ore reserve classifications. Each RR Statement is internally reviewed and authorized, and our Western Australia and South Africa operations routinely contract external consultants for audits of their resource and reserve estimates.

The stated Proven and Probable HM Reserve estimates in the table below are unchanged from the Proved and Probable Reserves in the three RR Statements. The HM Reserves classified in accordance with the definition

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standards of the JORC Code and SAMREC Code as “Proved Reserves” and “Probable Reserves” are consistent with the definitions of “Proven (Measured) Reserves” and “Probable (Indicated) Reserves” under U.S. Securities and Exchange Commission Industry Guide 7, Description of Property by Issuers Engaged or to Be Engaged in Significant Mining Operations, (the “SEC Guide 7”). The reserve estimates have allowed for various modifying factors, such as mining dilution, mining and metallurgical recoveries, and legal and environmental permitting. The stated HM Reserves reflect a reasonable expectation that all necessary permits and approvals will be obtained for new mines at Fairbreeze, Dongara and Jurien, and that current mining authorizations will be maintained.

Mineral Reserves

At December 31, 2012, HM ore reserves totaled approximately 884 million tonnes of ore containing approximately 58 million tonnes of HM. Based on HM assemblage data, the in-place reserves contain approximately 25 million tonnes of ilmenite, approximately 2 million tonnes of rutile, approximately 2 million tonnes of leucoxene and approximately 5 million tonnes of zircon, for a total valuable HM content of approximately 34 million tonnes. The titanium minerals and zircon have been determined to be economically extractable, after allowing for mining, concentration, metallurgical, infrastructure, legal, environmental, marketing and other factors.

The HM reserves are the portions of mineral deposits that can be economically and legally extracted, as of December 31, 2012, from inventories of mineral deposits in South Africa and Western Australia. The reserves include remaining ore in our active mines in South Africa and Australia, as well as portions of other deposits controlled by us that have classified as reserves.

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At December 31, 2012, our HM reserves were as follows:

Operation	Operating Unit Tronox %(1)	Location	Status	Reserves Category Proven or Probable	HM (Ore) Reserves (In million tonnes)		Grade (% THM)			Total HM (In thousand tonnes)		VHM (In thousand tonnes)		Total HM 2012-2011 (In thousand tonnes)
NAMAKWA SANDS	Mineral Sands (Pty) Ltd (74%)	Western Cape, South Africa	2 Open Cut mines	Proven		272		9.7	%		26,374		13,405
				Probable		160		7.1	%		11,429		5,899
				Total Namakwa		432		8.8	%		37,804		19,269		8,753
Hillendale	KZN Sands (74%)	KwaZulu- Natal, South Africa	Open Cut Hydraulic mine	Proven		3		5.0	%		144		103
				Probable		—					—		—
				Total		3		5.0	%		144		103
Fairbreeze	KZN Sands) (74%)	KwaZulu- Natal, South Africa	Open Cut hydraulic mine under construction	Proved		114		7.7	%		8,840		6,756
				Probable		26		5.0	%		1,274		877
				Total		140		7.2	%		10,115		7,633
KZN SANDS	Tronox (74%)	Republic of South Africa		Proved		117		7.7	%		8,984		6,858
				Probable		26		5.0	%		1,274		877
				Total KZN		143		7.2	%		10,258		7,735		2,462
Cooljarloo	Western Australia (100%)	Western Australia	Dredge Mine and Open Cut Mine	Proved		171		2.1	%		3,620		2,796
				Probable		57		2.1	%		1,234		1,008
				Total		228		2.1	%		4,854		3,804		(929	)
Dongara	Western Australia (100%)	Western Australia	Future Dry and/or Dredge Mine	Proved		65		5.1	%		3,324		2,291
				Probable		—					—		—
				Total		65		5.1	%		3,324		2,291		1,170
Jurien	Western Australia (100%)	Western Australia		Proved		—
				Probable		16		7.9	%		1,240		906
			Future mine	Total		16		7.9	%		1,240		906		—
WESTERN AUSTRALIA (WA)	Western Australia (100%)	Western Australia		Proved		236					6,944		5,087
				Probable		73					2,474		1,914
				Total WA		309					9,418		7,001		241
TOTAL PROVEN + PROBABLE RESERVES(2)						884					57,500		34,000		11,456

(1) In connection with the Transaction, Exxaro retained an approximate 26% ownership in the South African operations that are port of the mineral sands business in order to comply with the Black Economic Empowerment legislation in South Africa. Additionally, in connection with the Transaction, the Company owns 100% of the operations formerly operated by the Tiwest joint venture.

(2) Mineral reserves are shown as 100% regardless of our effective ownership percentage.

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The following table reflects HM reserves combined under Tronox Limited for the years ended December 31, 2012, 2011 and 2010, and reflects both 100% of all HM reserves as well as the HM reserves directly attributable to Tronox (100% of the Australian reserves plus 74% of South African reserves).

Heavy Mineral Reserves (in thousands tonnes)	2012		2011		2010
Namakwa Sands		37,800		39,300		61,700
KZN Sands		10,300		10,500		10,800
South Africa		48,100		49,800		72,500
Cooljarloo		4,900		5,800		3,100
Dongara		3,300		2,200		2,200
Jurien		1,200		1,200		1,200
Australia		9,400		9,200		6,500
TOTAL (100%)		57,500		59,000		79,000
TOTAL ATTRIBUTABLE (74% RSA)		45,000		46,000		60,100

Geology and Heavy Mineral Deposits

Heavy mineral placer deposits are detrital accumulations of HM, which are resistant to mechanical erosion, have densities of 2.96 gm/cm³ or greater, have been liberated by weathering and erosion, and are transported by fluvial, marine or wind to depositional “traps” suitable for accumulation and concentration of economic minerals. Titanium-zirconium deposits, which are the type mined or contemplated to be mined in Australia and South Africa, belong to a class of ore deposit known as heavy mineral sands (“HMS”) deposits. HMS deposits are characterized by natural concentrations of titanium minerals (ilmenite, natural rutile, and leucoxene) and zircon, a zirconium silicate mineral, with variable concentrations of accessory heavy minerals such as garnet, monazite, staurolite and other resistate minerals, as they are resistant to chemical weathering. The three operating regions of our mineral sands business segment are located in coastal plains of the Atlantic Ocean of western South Africa and the Indian Ocean of eastern South Africa, and Western Australia. Past geologic environments favored accumulations of heavy minerals in these HMS provinces due to: 1) weathering and erosion to liberate titanium minerals and zircon from source rock terranes; 2) fluvial transport of those and other heavy minerals to contemporary coastlines (“paleo-shorelines”); and 3) concentration of the valuable HM in coastal paleo-environments as alluvial deposits in beach strandlines, proximal offshore or estuarine paleo-environments, or in sand dune complexes.

The following is a description of our three principal regions where we explore for and mine heavy mineral deposits.

Namakwa Sands

Namakwa Sands extracts heavy minerals from two open-cut mines on the semi-arid Atlantic coastal plain (Namaqualand Coastal Plain) near Brand se Baai, 92 kilometers northwest of Vredendal and approximately 350 kilometers north of Cape Town in the Western Cape Province, South Africa. The Namakwa HM reserves are hosted by aeolian (dune) sands accumulated during Late Miocene-Pliocene (approximately 6 million to 2.5 million years before present) and underlying Miocene-age strandline HM placers. The mineralized alluvial deposits overlie basement rocks of the Namaqualand Metamorphic Complex and other units of probable Mid-Proterozoic age (1.6 billion to 900 million years) that provided the heavy minerals to the surficial transportation and depositional environments that resulted in accumulations of heavy minerals. The Namakwa deposit is genetically related to repetitive cycles of weathering, erosion, fluvial transport, marine transgression/regression cycles, HM deposition in strandlines that favored northwest-facing J-shaped bays, and re-distribution and winnowing of sands by winds and topography into a heavy mineral-enriched aeolian dune complex.

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The general dimensions of the overall Namakwa deposit are approximately 15 kilometers in a northeasterly direction, with a width of up to four km and variable thicknesses of mineralization. The bulk of the Namakwa HM reserves are hosted by a compound paleo-dune complex composed of sand re-worked from a massive amount of sediment supply to the coastal environment and accumulated in a large trangressive dune field. The Orange Feldspathic Sand (“OFS”) unit dominates the dune complex and is subdivided into two economic domains based on valuable heavy mineral grades, driven by zircon, and a non-economic domain. Mining conditions in the OFS can be adversely affected by layers of “duripan,” generally discontinuous layers of with hard cement composed of varying proportions of iron, calcium, magnesium and silica, believed to be remobilized by episodic chemical weathering cycles and possibly microbial activity and re-deposited in the OFS. An overlying unit of much less volume than the OFS, but of high economic significance, is a sheet-like unit of aeolian sand known as the Red Aeolian Sand (“RAS”). Deposition of the RAS was apparently controlled fluvial bends, topography, and a prevailing south-southwesterly wind. The RAS is characterized by relatively high HM grades and less difficult mining conditions, compared to OFS mineralization. HM concentrations in strandlines and foredunes in the modern shoreline environment are termed Recent Emergent Terraces (“RET”). The mineralized RET are not included in the Namakwa HM Reserves, as they are currently within an environmental exclusion zone; however, they are included in the mineral resource inventory and may be mineable in the future, subject to mining.

A younger mineralized unit, the RAS of probable Pleistocene age, forms a sheet-like layer with generally higher HM grades over an area of approximately 17,000 hectares (42,000 acres), not all of which is classified as ore reserves. Zircon contributes significantly to Namakwa Sands’ internal valuation and ore reserve calculations.

The Namakwa HM reserves are excavated by two “dry” mining operations. The Namakwa West mine involves stripping of near-surface RAS ore, followed by dry mining of the deeper, internally-variable OFS ore. The Namakwa East mine is a relatively shallow strip mine exclusively in the RAS ore. Current mine production exceeds 20 million tonnes per annum with the West mining rate about twice that of the East mine. Both the West and East Namakwa mines have a dedicated principal concentration plant (“PCP”) with gravity and magnetic separation equipment to produce HM concentrates as feed to a secondary concentration plant (“SCP”) at the Brand se Baai mine site. Magnetic and non-magnetic heavy mineral concentrate (“HMC”) from the SCP are then transported by truck approximately 50 kilometers south to Namakwa’s dry mineral separation plant at Koekenaap, 35 kilometers west of Vredendal. The Koekenaap mineral separation plant (“MSP”) has flexibility to produce multiple commercial mineral concentrates, including at least two zircon concentrates and a high-titanium concentrate composed of rutile and leucoxene, and an ilmenite concentrate for feedstock to a dual DC-arc electric furnace smelter at Saldanha for production of titanium slag and pig iron. All mineral, iron and titanium-slag products are exported from the port of Saldanha Bay, approximately 150 kilometers north of Cape Town.

KZN Sands

KZN Sands operations include the nearly-depleted Hillendale mine and the planned Fairbreeze mine, currently under construction, 20 kilometers and 45 kilometers, respectively, southwest of Richards Bay, KZN Province, South Africa.

Both the Hillendale and Fairbreeze HMS deposits are hosted by paleo-dunes of the Pliocene Berea Red Sands, fine-grained sand and silt whose distinctive red coloration is interpreted to result from oxidation and degradation of iron-bearing minerals. The Fairbreeze “deposit” is actually a NNE-trend of deposits ~2 km inland from the present coastline extending about 12 km southward from the town of Mtunzini. Dissection of the Fairbreeze dune topography by local rivers and streams has led to division of the deposit into five discrete bodies, mapped as Fairbreeze A, B, C, C-ext, and D. The coastal plain is about 25 kilometers wide at Empangeni, south of Richards Bay and the site of the central processing complex (“CPC”) of KZN Sands, then narrows rapidly southward to about 6 km at Hillendale and less than 2 km at Fairbreeze, south of the village of Mtunzine. The Hillendale dune system is of probable Pliocene age, and the Fairbreeze deposit is hosted by a younger, transgressive dune complex believed to have formed during the Pleistocene-Holocene.

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Hydraulic mining techniques employed successfully at the Hillendale mine will be used at Fairbreeze. The ore is washed via high-pressure hydraulic mining into a sump from which the ore slurry is pumped to a nearby land-based primary wet plant (“PWP”) for production of a HMC. The HMC is transported by truck to the Empangeni CPC approximately 20 km from the Hillendale mine and 40 km from the future Fairbreeze mine. The CPC consists of two sections: a MSP for production of ilmenite, rutile and zircon mineral concentrates, and a dual electric-arc furnace smelter for production of titanium slag and pig iron.

Western Australia

The Cooljarloo-Jurien HM district is in an approximately 30 km wide strip of the northern Swan Coastal Plain about 165-210 kilometers north of Perth, and includes the Cooljarloo HMS mine, the Jurien heavy mineral reserve and several active exploration projects. The Dongara project, where a dry mining definitive feasibility study has been completed and a dredge mining definitive feasibility study is in progress, is approximately 350 km north of Perth, or about 150 km north of the Cooljarloo-Jurien region. The mining and exploration tenure and activities were formerly conducted by the Tiwest Joint Venture. The Swan Coastal Plain is underlain by sediments of the Perth Basin, including Jurassic, Cretaceous, and early Tertiary sequences of various lithologies and a veneer of Late-Tertiary and Quaternary sediments of varying proportions of sand, silt, clay and limestone, mostly of Pliocene to Pleistocene age in the Cooljarloo area west of the Gingin Scarp. The Gingin and related Darling Scarp further south near Perth are escarpments caused by the Darling Fault, which basically forms the boundary between rocks of the Yilgarn Craton to the east and the sedimentary units of the Perth Basin to the west in the Cooljarloo area.

Detrital heavy minerals of the Perth Basin include the ilmenite, rutile and zircon of the Eneabba, Cooljarloo, Capel and other well-known heavy mineral sands districts. The HM were liberated from igneous and metamorphic rocks of the Yilgarn Craton by weathering, and transported by paleo-drainages to the coast where they were concentrated by combinations of longshore drift and wave action. High-grade HMS deposits of probable Pliocene age formed near the base of a regional escarpment known as the Gingin Scarp in the North Perth Basin (Eneabba, Cooljarloo) and as the Darling and Whicher Scarps of the South Perth Basin (Yoganup, Waroona). Younger shorelines within HM deposits associated with Quaternary shorelines occur west of these deposits in the Capel district south of Perth, but these deposits in the North Perth Basin (Jurien, Dongara) have been less exploited due to overburden composed of “calc-arenite” (limestone) and younger sands.

The Cooljarloo mine exploits a complex of HM-mineralized, unconsolidated sediments deposited as beach strandlines, and in near-shore marine or estuarine environments west of the Gingin Scarp during Late Tertiary Period or Late Tertiary-Quaternary Period. The Cooljarloo mining operation consists of a two-dredge mine feeding ore to a floating concentrator, or “wet plant,” and a dry mining operation feeding ore to a land-based concentration plant. Production rates vary, but approximately 750,000 tonnes of HMC from approximately 20 million tonnes of ore at Cooljarloo are transported approximately 100 kilometers south via truck to the Chandala mineral separation plant/synthetic rutile metallurgical complex at Muchea, where the HMC is separated into its VHM components: ilmenite, natural rutile, leucoxene and zircon. Ilmenite is fed to the Chandala synthetic rutile facility, and the other VHM concentrates are transported to Bunbury or other Western Australia ports for sale.

The Cooljarloo mine has been in continuous operation since 1989, and average HM grades are decreasing. Tronox is actively exploring other HM deposits south, west and northwest of the Cooljarloo mine. The strategic goal of our Western Australia Resource Technology and Development Group is to sustain HMC production and ilmenite feed to the Chandala and plants beyond 2020. A dry-mining definitive feasibility study (“DFS”) and a dredge-mining prefeasibility study have been completed at Dongara, and a dredge-mining DFS is currently underway.

Both Jurien and Dongara are younger deposits of probable Quaternary age with locally very high HM grades. The Jurien HM reserves are overlain by “calc-arenite,” (limestone). Historical mining and exploration of

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the Jurien deposit in the 1970s by junior miner Black Sands and Western Mining Corporation generated much of the data utilized in past reserve statements by Tronox, but the data base and resource modeling of the deposit have been recently updated during 2011-2012 to feasibility-equivalent, wherein the prior HM reserve estimate has been validated. The Dongara deposit complex consists of eight or more Quaternary-age strandline HM deposits which characteristically narrow widths, elongated north-south, and relative high-grade cores with lower-grade margins. Tronox intends to systematically develop the Dongara deposits as the Cooljarloo ore body becomes progressively depleted from 2014 onward.

Tenure

Exploration and mining activities in Australia and South Africa are governed by the legal and regulatory framework of the respective national and state or provincial authorities. Mineral exploration and development in Western Australia is regulated and administered by the Western Australia Department of Mines and Petroleum under the Mining Act 1978. The Mining Act contains provisions for a variety of tenements including prospecting, exploration, retention and other licenses, and mining leases. Mining lease applications are subject to multiple levels of review, including public comment before mineral title is granted, and mining approvals are subject to environmental and other regulatory approvals.

We own mining rights for 29,691 hectares (73,368 acres) in Western Australia, in addition to a mining lease grant covering 9,745 hectares (24,080 acres) under the Western Australia State Agreement Act at the Cooljarloo mine. Twenty mining leases covering 17,890 hectares (44,207 acres) have been granted at Dongara, six of which were in a public comment period at December 31, 2012 as part of the environmental approval process. Three mining leases covering 2,056 hectares (5,080 acres) at Jurien are in effect until 2021, and applications for extension are anticipated.

The MPRDA went into effect in 2004 and is the primary regulatory framework legislation in South Africa. The MPRDA is regulated through the DMR and Minister of Mining and establishes the State of South Africa as the custodian of all mineral resources, effectively transferring privately-owned mineral rights to the State and requiring prior owners or grantees of mineral rights to apply to the DMR for “new order” rights over the previously-held mineral tenements. In addition to the MPRDA other statutes regulating mining-related activities include the NEMA, and National Water Act 36 (“NWA”), and regulatory bodies include the DMR and the South African Department of Environmental Affairs, as well as agencies at the provincial level, such as the Western Cape Dept of Environmental Affairs and Development Planning and the KZN Dept of Environmental Affairs. Prospecting Rights, Mining Rights and Mining Authorities in South Africa may be independent of surface rights, and land-use rentals and access rights agreements are required in some cases.

Operation or Property	Coverage (Ha)		Mining Tenure
Cooljarloo Mine		9,745	W.A. State Agreement Act, active mine
Dongara		17,890	Aggregate 20 Mining Leases, all granted but in EPA approval phase
Jurien		2,056	Aggregate 3 Mining Leases granted; will require EPA approvals to mine
Namakwa Sands		18,626	Aggregate of >20 mining authorizations at Brand se Baai mining complex
KZN Sands Hillendale-Fairbreeze		5,749	Aggregate of seven Mining Rights granted for Hillendale, Fairbreeze and extensions in Empangeni-Mtunzine area. All converted to new order mining rights.

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MANAGEMENT

Set forth below are the names of those individuals that serve as officers and directors of Tronox Limited.

Name	Age	Position
Thomas Casey	61	Chairman of the Board and Chief Executive Officer
Andrew P. Hines	73	Director
Wayne A. Hinman	66	Director
Ilan Kaufthal	65	Director
Jeffry N. Quinn	54	Director
Peter Johnston	62	Director
Daniel Blue	60	Director
Wim de Klerk	49	Director
Sipho Nkosi	58	Director
John D. Romano	48	Senior Vice President and President, Pigment and Electrolytic Operations
Michael J. Foster	46	Senior Vice President, General Counsel and Secretary
Pravindran Trevor Arran	45	Senior Vice President and President, Mineral Sands Operations
Willem Van Niekerk	53	Senior Vice President, Strategic Planning and Business Development

Executive Officers

Set forth below is a description of the backgrounds of our executive officers. Each of our officers joined Tronox Limited on June 15, 2012 upon completion of the Transaction with Exxaro. There are no family relationships among any of our executive officers or directors.

Thomas Casey

Chairman of the Board and Chief Executive Officer

Thomas Casey has served as Chairman of the Board and Chief Executive Officer of Tronox Limited since June 15, 2012 and served as Chairman of Tronox Incorporated since February 2011 and as Chief Executive Officer of Tronox Incorporated since October 2011. Mr. Casey served as Chief Executive Officer of Integra Telecom, Inc. from February 2011 until October 2011 when Mr. Casey assumed the position of Chief Executive Officer of Tronox Incorporated. He has previously served as Chairman of the Board of Integra Telecom between December 2009 and February 2011, Chief Executive Officer and Director of Current Group LLC between September 2006 and February 2011, Chairman of the Board of Pacific Crossing Ltd., as Chief Executive Officer and Chairman of the Board of Choice One Communications, Inc., and as Chief Executive Officer and Director of One Communication Corp and of Global Crossing Ltd. Mr. Casey was a managing director of Merrill Lynch & Co, and was a partner at Skadden, Arps, Slate, Meagher & Flom LLP and at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. He also had various positions in the United States Government, including in the Antitrust Division of the U.S. Department of Justice. Mr. Casey graduated with honors from Boston College and The George Washington University, National Law Center. These positions give Mr. Casey significant insight into, and understanding of, complex transactions and business operations, including with respect to the banking, legal, and operational aspects thereof. On April 11, 2005, the SEC, Global Crossing, Mr. Casey (who was at the relevant time the Chief Executive Officer of Global Crossing) and other members of Global Crossing’s management reached a settlement related to an SEC investigation regarding alleged violations of the reporting provisions of Section 13(a) of the Exchange Act (and regulations thereunder), with such parties agreeing not to cause any violations of such reporting provisions. In the settlement, no party admitted liability and no other violations of securities laws were alleged. The Tronox Incorporated Board of Directors was fully aware of the settlement order and its circumstances and, in naming Mr. Casey as Chief Executive Officer, expressed its confidence in his ability to serve as Chief Executive Officer.

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Pravindran Trevor Arran

Senior Vice President and President, Mineral Sands Operations

Parvindran Trevor Arran has served as our Senior Vice President and President, Mineral Sands Operations since June 15, 2012. Prior to joining Tronox Limited upon completion of the Transaction he served as the Executive General Manager of Exxaro’s mineral sands and base metals business since April 2009. Prior to that he served as the Executive General Manager of Corporate Affairs and Strategy for Exxaro from November 2006 until March 2009. Mr. Arran has broad experience in the mining industry, supplemented by financial experience gained in equity markets, investment banking and new business. He holds a Bachelor of Science in Geology from the University of Durban—Westville and a Bachelor of Science with honors in Economic Geology from the University of Natal. Mr. Arran also completed the Advanced Management Programme at the University of Pretoria’s Gordon Institute of Business Science and the Business and Environment Programme at the University of Cambridge.

Michael J. Foster

Senior Vice President, General Counsel and Secretary

Michael Foster has been our Senior Vice President, General Counsel and Secretary since June 15, 2012 and the Vice President, General Counsel and Secretary of Tronox Incorporated since January 2008. Mr. Foster was an executive officer of Tronox Incorporated during its bankruptcy proceedings, from which it emerged in 2007. Before that he served as Managing Counsel of Tronox Incorporated from 2006 to January 2008; Staff Attorney of Tronox Incorporated from 2005 to 2006 and Staff Attorney for Kerr-McGee Shared Services LLC from 2003 to 2005; Corporate Counsel for CMS Field Services from 2001 to 2003; and Counsel for Enogex, Inc. from 1998 to 2001. Mr. Foster’s experience also includes more than five years practicing law in the public and private sectors.

John D. Romano

Senior Vice President and President, Pigment and Electrolytic Operations

John Romano has been our Senior Vice President and President, Pigment and Electrolytic Operations since June 15, 2012 and the Executive Vice President of Tronox Incorporated since January 1, 2011 and Vice President, Sales and Marketing of Tronox Incorporated since January 2008. Mr. Romano was an executive officer of Tronox Incorporated during its bankruptcy proceedings, from which it emerged in 2007. Before that he served as Vice President, Sales for Tronox Incorporated from 2005 to January 2008; Vice President, Global Pigment Sales for Tronox LLC from January 2005 to November 2005; Vice President, Global Pigment Marketing for Tronox LLC from 2002 to 2005 and Regional Marketing Manager for Tronox LLC from 1998 to 2002.

Willem Van Niekerk

Senior Vice President, Strategic Planning and Business Development

Dr. Willem Van Niekerk has served as our Senior Vice President, Strategic Planning and Business Development since June 15, 2012. Prior to joining Tronox Limited upon completion of the Transaction, he served as the Executive General Manager of Corporate Services for Exxaro, which includes the mineral sands business, since May 2009, where he is responsible for Exxaro’s technology, research and development, information management and supply chain management departments. Prior to that, he served as Manager of Growth for Exxaro’s mineral sands and base metals business and as General Manager for Marketing and Business Development for Exxaro’s mineral sands and base metals business. Dr. Van Niekerk co-managed the Tiwest Joint Venture from 2006 to 2008. Dr. Van Niekerk has a PhD in pyrometallurgy from the University of Pretoria and oversaw the design and development of the titanium smelting technology for the slag furnaces at KZN Sands.

Board of Directors

Set forth below is a description of the directors. Unless otherwise indicated below, each of our directors joined the Tronox Limited Board on June 15, 2012 upon completion of the Transaction with Exxaro. There are no family relationships among any of our directors.

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Thomas Casey

Mr. Casey’s biographical information is set forth under the caption “—Executive Officers,” above.

Andrew P. Hines

Andrew Hines has been a director since January 2011. Mr. Hines has been Executive Vice President/Chief Financial Officer of Sonar Entertainment since June 2011. The company develops, produces and distributes original made-for-television movies and mini-series. Prior to that time he was a principal of Hines and Associates, a financial management consulting firm. From September 2009 to June 2010, Mr. Hines served as Executive Vice President/Chief Financial Officer of World Color Press Inc. (formerly, Quebecor World), a company which provided high-value and comprehensive print, digital, and related services to businesses worldwide. From October 2006 to August 2009, Mr. Hines was a principal of Hines and Associates, and from October 2005 to September 2006, he served as Vice President and Chief Financial Officer of GenTek, Inc., a manufacturer of industrial components and performance chemicals. Mr. Hines is also a director of C&D Technologies, Inc. and he is Chairman of that company’s Audit Committee. From November 2003 to 2007, Mr. Hines served as a director and Chairman of the Audit Committee of Superior Essex, Inc.

Mr. Hines has in-depth financial experience and highly valued senior leadership experience, making him a valued member of our Board of Directors. Because of his accounting background and extensive financial experience, Mr. Hines has been named Chairman of the Audit Committee, as well as the “Audit Committee financial expert,” as defined by the applicable rules of the SEC.

Wayne A. Hinman

Wayne Hinman has been a director since February 2011. Mr. Hinman brings a wealth of expertise in the chemicals and energy sectors. He has served in various positions at Air Products & Chemicals, Inc. during his 33 year career, including President of Asia, and most recently vice president and general manager of the worldwide merchant gases business, a $2.5 billion business. He also has served as a director on numerous joint venture boards within the industrial gases business, most recently, as Chairman of Air Products South Africa and a member of the Board of INOXAP in India. Mr Hinman also served as a member of the board of directors of American Ref-fuel, Pure Air USA, and Taylor-Wharton International. Mr Hinman served in the United States Air Force achieving the rank of Captain. He received his MBA from Virginia Polytechnic Institute and completed the Harvard AMP program.

Peter Johnston

Peter Johnston has been a director since August 1, 2012. Beginning in November 2001, Mr. Johnston has served as Managing Director and Chief Executive Officer of Minara Resources Pty Ltd, one of Australia’s and the world’s leading nickel producers. He is Chairman of the Minerals Council of Australia; past President of the Chamber of Minerals & Energy (WA); director and past Chairman of the Nickel Institute and Vice President of the Australian Mines and Metals Association. Mr. Johnston also is currently a director of Emeco Holdings limited and Silver Lake Resources Limited. He formerly was employed by WMC Ltd between 1993 and 2001, during which he held the position of Executive General Manager with responsibility over nickel and gold operations, Olympic Dam Operations, Queensland Fertilizers Ltd and human resources.

Ilan Kaufthal

Ilan Kaufthal has been a director since February 2011. Mr. Kaufthal brings years of banking experience to the Tronox board. He is Chairman of East Wind Advisors, a specialized investment banking firm serving companies in the media, education, and information industries. Since 2008, Mr. Kaufthal has also served as Senior Advisor at Irving Place Capital. Earlier in his career, he was Vice Chairman of Investment Banking at

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Bear Stearns & Co., Vice Chairman and Head of Mergers and Acquisitions at Schroder & Co., and SVP and CFO at NL Industries. Mr. Kaufthal serves on the board of directors of Cambrex, Edmunds.com, and Blyth, Inc., an NYSE-listed home expressions company based in Greenwich, Connecticut, USA. Mr. Kaufthal is a graduate of Columbia University and the New York University Graduate School of Business Administration.

Jeffry N. Quinn

Jeffry N. Quinn has been a director since February 2011. Mr. Quinn is Chairman and Chief Executive Officer of The Quinn Group LLC, a diversified holding company with investments in the industrial, active lifestyle, and entertainment sectors; as well as Quinpario Partners LLC, an investment and operating firm in the performance materials and specialty chemical sectors. Mr. Quinn is former Chairman, CEO and President of Solutia Inc., a NYSE-listed global performance materials and specialty chemical company. Joining Solutia in 2001 as Senior Vice President, General Counsel and Secretary, he became CEO and President of the company in 2004 and Chairman in 2006. He served in those capacities until Solutia was sold to Eastman Chemical Company in July 2012. Previously, Mr. Quinn was an executive officer of Premcor Inc., at that time one of the nation’s largest independent oil refiners, and Arch Coal, Inc., the nation’s second-largest coal producer. Mr. Quinn currently serves as a member of the board of directors of W.R. Grace & Co., a leading global supplier of catalysts, engineered and packaging materials and specialty construction chemicals and building materials, since November 2012 and MEMC Electronic Materials, Inc., a global leader in semiconductor and solar technology, since October 2012. Mr. Quinn was previously a director of Tecumseh Products Co. Mr. Quinn received a bachelor’s degree in Mining Engineering and a Juris Doctorate degree from the University of Kentucky.

Daniel Blue

Daniel Blue has been a director since the integration of Tronox and Exxaro Mineral Sands closed in June 2012. Mr. Blue is a senior commercial partner at Australian law firm Holding Redlich. He is the corporate and commercial group leader in the firm’s Melbourne office and co-head of its national energy and resources practice. Mr. Blue has more than 25 years of experience as an advisor, business strategist and negotiator for major mergers and acquisitions and other complex corporate and commercial matters. Mr. Blue has worked around the globe including in Australia, South Africa and Asia. He currently serves on the board of directors of Business for Millennium Development Ltd. He previously served as a director of Lynas Gold N.L. and Acclaim Exploration N.L. Mr. Blue also served as the Chairman of the Acclaim board of directors. Mr. Blue holds bachelor’s degrees in law and economics and a master’s degree in business administration from the University of Western Australia.

Wim de Klerk

Wim de Klerk has been a director of Tronox since June 2012. He is the Finance Director of Exxaro and serves on Exxaro’s board of directors. Mr. de Klerk joined Iscor Ltd., a predecessor company of Exxaro in 1996, where he served on the executive management team. In that capacity, he was responsible for strategy and continuous improvement, divesting non-core assets, and managing the Grootegeluk coal mine. In 2001, Kumba Resources (“Kumba”) was formed, a spinoff of the previous mining division of Iscor, where Mr. de Klerk was responsible for managing the mineral sands commodity business. In 2006, Mr. de Klerk was named the Finance Director of Exxaro, which was established when the company was spun off from Kumba. Mr. de Klerk is a chartered accountant and member of South African Institute for Chartered Accountants. He holds a Bachelor of Commerce from the University of Pretoria.

Sipho Nkosi

Sipho Nkosi has been a director of Tronox since June 2012. Mr. Nkosi is the Chief Executive Officer of Exxaro and serves on Exxaro’s board of directors. He began his career as a market analyst with Ford Motor Company South Africa in 1980 after which, he was appointed as marketing coordinator at Anglo American Coal

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in 1986. He joined Southern Life Association as senior manager, strategic planning in 1992 and the following year accepted the position of marketing manager, new business development at Trans-Natal Coal Corporation, which later became Ingwe Coal Corporation. Mr. Nkosi joined Asea Brown Boveri (South Africa) Ltd. in 1997 as Vice President Marketing and ABB Power Generation in 1998 as Managing Director. He was the founder and chief executive officer of Eyesizwe Holdings and following its merger with Kumba’s non-iron ore resources was appointed Chief Executive Officer of Exxaro in 2007. Mr. Nkosi holds a Bachelor of Commerce degree from the University of Zululand, an Honors degree in Commerce (Economics) from the University of South Africa and a Master of Business Administration from the University of Massachusetts in the United States.

Board Committees

Standing committees of the Tronox Limited board are the following: the Audit Committee, the Human Resources and Compensation Committee (“HRCC”) and the Corporate Governance and Nominating Committee (“CGNC”). Each of the board’s committees has a written charter, which can be found on the “Corporate Governance” page of the “Investor Relations” section of our website at www.tronox.com. During the fiscal year ended December 31, 2012, there were four meetings held by the audit committee, two meetings held by the HRCC and two meetings held by the CGNC. The table below provides current membership and fiscal year 2012 meeting information for each of the Board committees.

Name	Audit	HRCC	CGNC
Thomas Casey*
Daniel Blue	—	—
Andrew P. Hines	D
Wayne A. Hinman		—	D
Peter Johnston			—
Ilan Kaufthal	—	—	—
Jeffry N. Quinn		D

* Chairman of the Board

D Chair

— Member

Corporate Governance and Nominating Committee

The CGNC assists the Board of Directors with respect to: (a) the organization and membership and function of the Board of Directors, including the identification and recommendation of director nominees and the structure and membership of each committee of the Board of Directors, (b) corporate governance principles applicable to the Company and (c) the Company’s policies and programs that relate to matters of corporate responsibility. The CGNC reviews and makes recommendations to the Board of Directors regarding the composition of the Board of Directors, structure, format and frequency of the meetings. The CGNC has not formally established any specific, minimum qualifications that must be met by each candidate for the Board of Directors or specific qualities or skills that are necessary for one or more of the members of the Board of Directors to possess. However, the CGNC, when considering a potential candidate, will factor into its determination the following qualities of a candidate: professional experience, educational background, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our shareholders. It also takes account of relevant legal and stock exchange listing requirements. The CGNC also reviews and makes recommendations to the Board of Directors regarding the nature, composition and duties of the committees of the Board of Directors. The CGNC reviews and considers shareholder recommended candidates for nomination to the Board of Directors. It is the Board of Directors’ policy that shareholders may propose nominees for consideration by the CGNC by submitting the names and other relevant information to the Corporate Secretary at the following address: Tronox Limited, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901, USA.

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Audit Committee

The primary responsibilities of the audit committee are to oversee the accounting and financial reporting processes of our company as well as our affiliated and subsidiary companies, and to oversee the internal and external audit processes. The audit committee also assists the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial information which is provided to shareholders and others, and the system of internal controls which management and the Board of Directors have established. The audit committee oversees the independent registered public auditors, including their independence and objectivity. However, the committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent registered public auditors. The audit committee is empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist the audit committee in fulfilling its responsibilities, and to approve the fees and other retention terms of the advisors.

The audit committee is comprised of three members, each of whom was elected by the Board of Directors. Our Board of Directors has determined that Mr. Hines qualifies as an “audit committee financial expert.” Mr. Hines has in-depth financial experience and highly valued senior leadership experience, making him a valued member of Tronox Limited’s Board of Directors. Because of his accounting background and extensive financial experience, Mr. Hines has been named Chairman of the Audit Committee, as well as the “Audit Committee financial expert,” as defined by the applicable rules of the Securities and Exchange Commission.

Human Resource and Compensation Committee

The HRCC administers our executive compensation program and assists our Board of Directors in fulfilling its oversight responsibilities with respect to the compensation we pay to our executive officers and our non-employee directors. Among its other duties, the HRCC:

• evaluates and recommends to the Board of Directors, the total compensation of our Chief Executive Officer;

• reviews and evaluates the salaries and benefits recommended by our Chief Executive Officer for all of our other executive officers and makes recommendations to the Board of Directors regarding the compensation paid to our other executive officers after making any changes it deems appropriate to the recommendations of our Chief Executive Officer;

• evaluates and recommends to the Board of Directors, the incentive compensation to be awarded for all executive officers;

• recommends to the Board of Directors individual performance goals for our Chief Executive Officer and, after making any changes it deems appropriate to the recommendations of our Chief Executive Officer, recommends to the Board of Directors performance goals for our other executive officers; and

• considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect to compensation matters.

Code of Business Conduct and Ethics

The Company has adopted the Tronox Code of Business Conduct and Ethics that applies to all of the Company’s employees, including its principal executive officer, principal financial officer and principal accounting officer, and its Board of Directors. The Code of Business Conduct and Ethics is available on the Company’s website at www.tronox.com. If the Company makes any substantive amendments to the Business Code of Conduct and Ethics or grants any waiver from a provision of the Business Code of Conduct and Ethics to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website.

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EXECUTIVE COMPENSATION

For the purposes of this Executive Compensation discussion, unless otherwise stated or the context otherwise requires, references to “we,” “us,” and “our” refer to Tronox Limited and its subsidiaries collectively.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of the compensation paid to each of Tronox Limited’s named executive officers (“NEOs”) identified in the Summary Compensation Table.

Compensation Philosophy and Objectives

Our executive compensation program is designed to attract, retain and motivate talented executives and also to align the objectives of our executives with our shareholders’ expectations of increased value. In support of that objective, our executive compensation program is intended to:

• provide competitive levels of total compensation for our executives;

• reward the achievement of specific annual, long-term and strategic company goals and specific individual goals set for each executive;

• align our executive’s interests with those of our shareholders through equity-based awards and by rewarding performance based upon established goals, with the ultimate objective of improving shareholder value; and

• motivate our executives and other employees to achieve superior results.

Setting Executive Compensation

Elements of Compensation

The Human Resources and Compensation Committee (“HRCC”) determines all components of executive compensation and will consider the following elements to promote our pay-for-performance philosophy and compensation goals and objectives:

• base salary;

• annual cash incentive awards linked to both overall and individual performance;

• grants of long-term equity-based compensation, such as restricted shares or options;

• termination and change of control provisions; and

• benefits generally available to employees.

We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our executive officers and other senior personnel with those of our shareholders.

Pay Mix

We utilize the particular elements of compensation described above because we believe that it provides a mix of secure compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards. By following this approach, we provide the executive with a measure of

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financial and job security, while motivating him or her to focus on business metrics that will produce a high level of short-term and long-term performance for Tronox that will create value for shareholders and executives alike. Our compensation mix, which includes short- and long-term incentives as well as time and performance vesting features, is competitive and reduces the risk of recruitment of our top executive talent by competitors. The mix of metrics used for our annual performance bonus and long-term incentive program likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance. All incentives are aligned with our stated compensation philosophy of providing compensation commensurate with performance, while targeting pay at approximately the 50^th percentile of the competitive market. For purposes of compensation competitiveness, the competitive market consists of our current peer group as discussed under “—Other Compensation Practices—Market Competitiveness.”

Role of the Human Resources and Compensation Committee

The HRCC administers our executive compensation program and assists our board of directors in fulfilling its oversight responsibilities with respect to the compensation we pay to our executive officers and our non-employee directors. Among its other duties, the HRCC:

• evaluates and determines the salary, incentives, and benefits making up the total compensation of our Chief Executive Officer and recommends to the board of directors for approval any changes to the compensation elements for the Chief Executive Officer;

• reviews and evaluates the salaries, incentives and benefits recommended by our Chief Executive Officer for all of our other executive officers and determines the actual compensation paid to these executives after making any changes it deems appropriate from the recommendations of our Chief Executive Officer;

• defines the terms and conditions, including performance metrics, for the stock options, restricted shares, and other long-term equity awards for our executive officers and reviews and approves all grants made to the executive officers;

• recommends to the board of directors individual performance goals for our Chief Executive Officer and, after making any changes it deems appropriate to the recommendations for our Chief Executive Officer, recommends to the board of directors performance goals for our other executive officers; and

• considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect to compensation matters.

The HRCC has targeted compensation at the median of benchmark statistics provided by our independent compensation consultant for each element of total compensation (base, annual incentive and long-term incentives). The actual pay level for each named executive officer may vary from these targeted levels based on experience, job performance, actual duties and company performance. The compensation of our Chief Executive Officer is approved by the board of directors based upon recommendations from the HRCC. When making recommendations with respect to our named executive officers other than our Chief Executive Officer, the HRCC considers the recommendations made by the Chief Executive Officer and his evaluation of our other executive officers performance.

Elements considered by the HRCC and our Chief Executive Officer when reviewing our performance include: stock price, our performance as measured against the performance goals established for the previous year, non-controllable events that may impact our performance, attainment of significant non-financial milestones and any other factors or goals it determines to be relevant to measuring our performance. The individual performance of our named executive officers is measured against individual performance goals that were set for each named executive officer.

Our HRCC and Board of Directors have analyzed and continue to monitor whether our compensation practices with respect to executive officers or any of its employees create incentives for risk-taking that could

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harm Tronox or its business. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures for annual bonuses and the equity compensation programs as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to company performance. The HRCC and the board of directors have all determined that none of our compensation practices creates a risk that is reasonably likely to have a material adverse effect on the company.

Role of the Compensation Consultant

The HRCC has engaged Lyons, Benenson & Company Inc. as its compensation consultant, to provide information to the HRCC to assist it in making determinations regarding our compensation programs for executives and non-employee directors. Our compensation consultant provides the HRCC with among other things, a competitive pay analysis comparing the compensation of our named executive officers against benchmark compensation statistics; program design advice, and an independent review of compensation proposals developed by management. In carrying out its assignments, Lyons, Benenson & Company Inc. may also interact with management when necessary and appropriate. Lyons, Benenson & Company Inc. may, in its discretion, seek input and feedback from management regarding its consulting work product prior to presentation to the HRCC in order to confirm alignment with our business strategy, and identify data questions or other similar issues, if any. A representative from Lyons, Benenson & Company attended all HRCC meetings in 2012 and performed no other services for the company or its management other than that described above. The HRCC has the sole authority to hire and terminate its consultant, approve its compensation, determine the nature and scope of its services, and evaluate its performance.

Role of our CEO and Management in Determining Performance

At the beginning of each year, the CEO recommends to the HRCC the objectives he believes should be achieved for the company to be successful, based upon the approval of the company’s annual budget. These objectives will be used to measure the CEO’s performance during the year and include both financial and strategic measures. These goals are approved by the HRCC at its February meeting. In addition, some of these objectives will be used by the HRCC in setting the metrics for the annual incentive plan. In the beginning of the year, the CEO also recommends target compensation levels for annual and long-term awards for the executive officers other than the CEO and the board of directors approves the target levels of compensation for the CEO.

At the end of the performance year, the CEO completes a performance evaluation for his own performance and reviews his evaluation with the HRCC. The full board also provides input on the CEO’s performance and submits this to the chair of the HRCC for consolidation. The HRCC consolidates all inputs and leads a discussion with the full board at the February meeting. The full board will determine the incentive amount and any base salary change for the CEO. Feedback will be provided to the CEO by the HRCC chair.

In addition, each executive officer completes a performance evaluation for his own performance and reviews his evaluation with the CEO. The CEO then summarizes these results and brings them to the HRCC along with his initial recommendation for each executive’s base salary increase, annual incentive award, and long-term incentive award. The CEO also receives market data and input from the Chief Human Resources Officer. The HRCC will then determine the amounts for any base salary increase and annual and long-term incentive awards for each executive officer.

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Components of Executive Compensation

The principal components of our executive compensation program and the purpose of each component are presented in the following table. As described above, we target the median of each element of direct compensation as compared to market data in the Towers Watson executive compensation survey as well as compared to our peer group (as described under “Other Compensation Practices—Market Competitiveness”). We also provide additional benefits and perquisites to be competitive with local practices and with our peer group.

Component	Key Characteristics	Purpose	Principal 2012 Actions
Base Salary	•        Fixed compensation. •        Reviewed annually and adjusted if needed based on performance and market comparison.	•        Intended to compensate executive officers for the responsibility of the position held.	•        Adjustments made to some executive officers to better reflect larger scope of responsibility in new merged company.
Annual Incentive Awards	•        Variable compensation targeted as a percentage of base salary. •        Performance-based measured on corporate and business unit performance and levels of individual contributions.	•        Intended to motivate and reward executive officers for achieving short-term business objectives that drive overall performance.	•        2012 payments reduced from target by 90%. •        2012 payments for the named executive officers ranged from $17,821 to $150,000.
Long-Term Incentive Awards	•        Variable compensation targeted as a percentage of base salary. •        Generally granted annually as a combination of stock options, time-based restricted shares, and performance-based restricted shares. •        Amounts actually earned will vary based on stock price and corporate performance.	•        Intended to motivate and reward executive officers for achieving long-term business objectives that align with the interests of our shareholders.	•        The named executive officers other than the CEO and CFO received LTIP grants in June 2012 ranging from 130% to 150% of base salary. •        Our CFO received equity awards upon his hire. •        Our CEO received a 2012 equity award as stipulated in his employment agreement.
Limited Perquisites	•        Financial counseling assistance.	•        Given altered responsibilities and relocation, intended to provide assistance to executives in making strategic decisions regarding their financial and tax arrangements.	•        New financial counseling benefit approved by the board of directors to pay up to $10,000/year per executive officer.

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Component	Key Characteristics	Purpose	Principal 2012 Actions
Other Benefits	•        Additional elements defined by local country practice including medical and other insurance benefits, pension or other long-term savings plans, and post-employment compensation.	•        Intended to provide competitive benefits that promote employee health, financial security, and income security in the event of an executive’s involuntary termination.	•        No significant changes to programs in 2012.

Base Salary

We consider base salary an element of total compensation that is tied to job responsibility and individual contributions to our success. Base salary is intended to be set at a level needed to attract and retain quality executive officers. While the HRCC uses benchmark statistics to guide it in its recommendations regarding levels of base salary, it has considerable discretion when making its recommendations and considers our financial performance and the individual performance of our named executive officers when making recommendations regarding base salary. During 2012, the HRCC adjusted the salary levels for all of the executive officers except for our CEO to get them better aligned to market data for their expanded positions in the new company.

Annual Incentive Plan

For 2012, Tronox’s executive officers were eligible to receive cash awards under the 2012 Annual Incentive Plan.

The size of the potential incentive payable to each executive officer is set as a percentage of each executive officer’s base salary (the “Target Percentage”). The Target Percentage for our CEO was 150% of his base salary and the Target Percentage for the other named executive officers ranged from 65% to 75% of base salary. The board of directors considers the recommendations of the HRCC and benchmark statistics when setting the Target Percentage for the CEO each year.

At the beginning of each year the HRCC establishes the performance goals and metrics under the Annual Incentive Plan and the portion of the bonus attributable to the achievement of each performance goal. The board of directors approves these goals for the CEO. These performance goals are tied to measures that the board of directors believes will benefit our shareholders the most. While initial EBITDA goals were established for the original business in the beginning of 2012, these were not solely used at the end of the year due to the restructuring and the overall company goals changing with the establishment of the new Tronox.

At the January 2013 HRCC meeting, our CEO presented the performance results of the company to the HRCC for their review and their determination of the bonus pool. Our CEO reviewed the company’s performance during 2012, during which we improved our safety performance, generated approximately $500 million of Adjusted EBITDA, closed the acquisition of a feedstock supplier to our pigment business, listed our shares on the NYSE, returned almost $600 million in cash to shareholders, raised $900 million in new capital in market financing, exceeded the cost-savings forecast from our merger, and engaged in a variety of other cost control and efficiency enhancing initiatives.

Performance for our business, as well as for our peers, was significantly lower than forecast at the beginning of the year, due to changes in total market demand resulting from weaker macroeconomic conditions in Europe, China (and the Asia Pacific region generally) that was not offset by economic activity in North America.

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Moreover, we believe that many of our customers built significant inventories of our TiO₂ product in 2011 that they used to reduce pigment purchases in 2012. As a result of these and other market developments, we did not produce the financial performance that we had forecast for 2012.

Under these circumstances, our CEO recommended, and the HRCC Committee approved, a reduction in annual performance bonuses by 90% from target levels. The Committee recognized that management had performed well under difficult conditions that affected the entire industry and expressed its continued confidence in the management team.

Long-Term Incentive Program

We provide a long-term incentive opportunity to motivate and reward our executive officers for contributions in driving our overall performance by tying these incentives to the performance of our total shareholder return and return on capital employed. This links the payments received by the executive officers to other shareholder’s returns and motivates long-term financial performance. The amounts of the grants were determined using competitive market data. The Target Percentage for our CEO, as defined in his employment agreement, was $3,000,000 and the Target Percentage for the other named executive officers ranged from 130% to 200% of base salary. Awards are provided under the Tronox Limited Management Equity Incentive Plan (the “Tronox Limited Equity Plan”).

In June 2012, the HRCC granted long-term incentives using a mix of stock option, time-based restricted shares, and performance-based restricted shares to Messrs. Romano, Foster, and Robert C. Gibney. In October 2012, a similar grant was issued to Dr. Van Niekerk. The annual grants to our named executive officers, other than our CEO and CFO, were allocated as follows:

Award Type	Percentage
Stock Options		25	%
Time-based Restricted Shares		35	%
Performance-based Restricted Shares		40	%

• Stock options provide value based solely on stock price appreciation. Grants have a term of ten years and vest one-third on each of the first three anniversaries of the date of grant. The exercise price is based on the closing price of a share of our common stock on the date of grant.

• Restricted shares provide value based on the current stock price. The time-based restricted shares vest one-third on each of the first three anniversaries of the date of grant. Dividends are issued consistent with those issued to other shareholders.

• Performance-based restricted shares provide value by linking the award payments to the long-term results of the company. 50% of the performance-based restricted shares are tied to our ranking of total shareholder return versus our peer group over a three-year measurement period. The actual number of shares that will vest will be equal to the aggregate number of shares granted multiplied by the applicable Total Shareholder Return (“TSR”) payout percentage. TSR payout percentages will be determined using straight line interpolation between Threshold and Target and between Target and Maximum.

Three-Year Total Shareholder Return Ranking	Payout Percentage
75th percentile or higher (Maximum)		200	%
55th percentile or higher, but lower than 75th percentile (Target)		100	%
35th percentile or higher, but lower than 55th percentile (Threshold)		25	%
Below 35th percentile		0	%

• The remaining 50% of performance-based restricted shares are tied to our return of capital employed over a three-year measurement period versus our weighted average cost of capital over the same period. The actual number of shares that will vest will be equal to the aggregate number of shares granted multiplied by the

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applicable Return on Capital Employed (“ROCE”) payout percentage. ROCE payout percentages will be determined using straight line interpolation between Threshold and Target and between Target and Maximum.

Three-Year Return on Capital Employed	Payout Percentage
130% (Maximum)		200	%
100% (Target)		100	%
85% (Threshold)		25	%
Below 85%		0	%

The annual grant for our CEO was defined in his employment agreement. Per these terms, he received a grant with an initial value of $3,000,000. This consisted of 40% time-based restricted shares and 60% performance-based restricted shares. All the terms and metrics were consistent with the grants to the other executive officers described above except that the number of shares granted was based on the volume-weighted average price over the 30-day period preceding the date of grant.

Mr. Greenwell received an equity grant in January 2012 upon his hire into Tronox, which consisted of time-based restricted shares and stock options. Further details of this are described below in “Other Compensation Practices—Sign-on Incentives.”

Perquisites

During 2012, the board of directors approved a financial counseling benefit for the executive officers. Under this plan, each executive officer will be eligible for up to $10,000 per year to assist with financial planning, estate planning, and tax preparation. These amounts are considered taxable to the executive and are described in the Summary Compensation Table below under the All Other Compensation column.

Savings & Retirement Plans

All of our U.S. employees, including our named executive officers, are eligible to participate in our savings plans. These plans are intended to provide our employees, including our named executive officers, with the opportunity to save for retirement and have the company contribute to this savings.

We sponsor a tax-qualified retirement savings plan (the “Savings Plan”) pursuant to which all of our U.S.-based employees, including our named executive officers, are able to contribute the lesser of up to 85% of their annual salary or the limit prescribed by the Internal Revenue Service to the Savings Plan on a before-tax basis. During 2012, the company matched 100% of the first 3% of pay that each employee contributed and 50% of the next 3% of pay that each employee contributed. In addition, there was a discretionary profit sharing company contribution to the Savings Plan of 7.5% of employee’s eligible compensation. For 2013, the company will match 100% of the first 6% of pay that each employee contributes to the Savings Plan and will provide 6% match for the profit sharing piece. All contributions to the Savings Plan, as well as any company matching contributions, are fully vested upon contribution. For employees hired after January 1, 2012, the vesting for the profit sharing contributions is three years.

In addition to the Savings Plan, executive officers and certain other eligible executives can participate in a nonqualified retirement savings plan (the “Savings Restoration Plan”). Pursuant to the Savings Restoration Plan, we will contribute at the appropriate level to the Savings Restoration Plan on a before-tax basis any amounts that would be provided under the Savings Plan but for limitations imposed by the Internal Revenue Code on qualified retirement plans. Also, executive officers and certain other eligible executives can participate in a nonqualified deferred compensation plan, which allows deferral of up to 20% of base salary and annual bonus.

Tronox also sponsors a qualified defined benefit retirement plan (the “Qualified Plan”), which was frozen in April 2009, following our filing for Chapter 11 bankruptcy protection. As part of Tronox’s Plan of Reorganization,

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the Qualified Plan will remain frozen going forward and we will rely on the Savings Plans as our sole employee retirement plans. Certain named executive officers remain participants in this plan as described below in the Pension Benefits as of December 31, 2012 table.

Other Compensation Practices

Market Competitiveness

Our executive compensation program is designed to be competitive within the various marketplaces in which we compete for employees. The HRCC annually reviews the competitiveness of each executive’s compensation as it compares to our peer group. Lyons Benenson and the HRCC designed an initial peer group for pay competitiveness and 2012-2014 performance awards in our LTIP program which included chemical, mining, and end-user companies against which Tronox competes for talent. Members of Tronox’s peer group for 2012 consisted of the following companies:

Cabot Corp.	FMC Corp.	Nalco Holding Co.	Southern Copper Corp.
Celanese Corp.	Freeport-McMoran Copper & Gold Inc.	PPG Industries, Inc.	Teck Resources Ltd.
Chemtura Corp.	Georgia Gulf Corp.	Rockwood Holdings, Inc.	The Valspar Corp.
Cliffs Natural Resources, Inc.	Huntsman Corp.	RPM Holdings, Inc.	W.R. Grace & Co.
Cytec Industries, Inc.	Kronos Worldwide, Inc.	The Sherwin Williams Co.	Westlake Chemical Corp.
Eastman Chemical Co.	The Lubrizol Co.	Solutia Inc.

At the December 2012 HRCC Meeting, a new peer group was approved to be used for future performance comparisons. This group was filtered down through a series of performance-oriented tests from 164 companies to the final 14. The review included looking at industry classification, stock price correlation, business model similarity, financial profile, and consistent analyst mention. The final approved new peer group is below:

Albemarle Corp.	Cliffs Natural Resources, Inc.	Freeport-McMoran Copper & Gold Inc.	Southern Copper Corp.
Cabot Corp.	Cytec Industries Inc.	Huntsman Corp.	Teck Resources Ltd.
Celanese Corp.	Eastman Chemical Company	Kronos Worldwide, Inc.
Chemtura Corp.	E.I. du Pont de Nemours and Company	Rockwood Holdings, Inc.

Lyons Benenson conducted an analysis for the HRCC of our executive’s compensation as it compares to the proxy data within the new peer group. As part of this analysis, each individual compensation component was reviewed as well as aggregate compensation amounts as it compared to the 50^th percentile of the peer group. The Tronox total target compensation for our named executive officers was generally at the median of the peer group target compensation. However, because our bonus payments were significantly below target for 2012, the actual total compensation for our named executive officers for 2012 was generally at 78% of the peer group target compensation.

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Stock Ownership Guidelines

Beginning in December 2012, the HRCC approved stock ownership guidelines that ensure that executives are aligned with the interests of our shareholders by requiring them to hold significant levels of company stock. All shares owned outright and 60% of time-based restricted shares count towards share ownership. Executives have five years to reach their ownership guidelines. Currently three of our NEOs, including our CEO, have met their ownership requirements. The ownership guidelines are presented as a percentage of base salary as follows:

Position	Percentage of Base Salary
Chief Executive Officer		500	%
Executive Officers		300	%
Other Direct Reports to the CEO		100	%

Clawback Policy

At the January 2013 HRCC meeting, a clawback policy was introduced and approved for executives, including all the NEOs. This policy allows for clawback on incentive compensation, from both the annual and long-term plans, when the payment was based on financial results that were subsequently restated due to fraud or intentional misconduct and the payment was greater than it would have been if calculated based on the accurate financial statements.

Sign-on Incentives

On January 2, 2012, Tronox hired Daniel D. Greenwell to serve as its Chief Financial Officer. In connection with his commencement of employment, Mr. Greenwell was granted a “sign-on” equity grant of 7,333 shares of restricted shares, an initial equity award consisting of 2,750 shares of restricted shares and 4,466 stock options, in each case, vesting in three pro-rata equal installments on each of January 2, 2013, January 2, 2014, and January 2, 2015, respectively; provided, however, the portion of each award scheduled to vest on January 2, 2013 vested immediately upon the consummation of the merger with Exxaro in June 2012. Details of these awards are shown below in the Grants of Plan-Based Awards in 2012 table.

Separation Agreement

Effective September 30, 2012, a separation agreement was entered into with Mr. Gibney, who was our former SVP and Chief Administrative Officer. In accordance with the terms of Mr. Gibney’s separation agreement, he will receive severance in the amount of $650,000 payable biweekly over the 365 days following his separation date. In addition, 7,500 shares of restricted stock vested upon his departure while all his other unvested awards were cancelled. The benefits payable to Mr. Gibney under the separation agreement are based upon the severance benefits payable to Mr. Gibney under his separation agreement upon a termination of employment without cause (as described under “—Employment Agreements”).

On February 9, 2013, Mr. Greenwell entered into a separation agreement whereby he resigned as Chief Financial Officer, effective March 31, 2013. The benefits payable to Mr. Greenwell under the separation agreement are based upon the severance benefits payable to Mr. Greenwell under his employment agreement upon a termination of employment without cause (as described below under “—Employment Agreements”). Pursuant to the terms of the separation agreement, subject to his execution of a general release of claims, he will receive a lump sum cash payment equal to $1,338,750 and immediate accelerated vesting of 25,208 shares of restricted stock and 11,167 options. In addition, Mr. Greenwell will also receive continued coverage under Tronox Limited’s benefit plans until September 30, 2014. Mr. Greenwell will continue to be subject to the restrictive covenants set forth in his employment agreement.

Deductibility of Executive Compensation

As part of their roles, the HRCC and the board of directors review and consider the deductibility of executive officer compensation under Section 162(m) of the Internal Revenue Code, which provides that we may

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not deduct compensation of more than $1,000,000 that is paid to certain individuals unless such compensation qualifies for the “performance-based exemption” provided for under Section 162(m). The board of directors has determined that it will generally seek to capture the tax deduction for all compensation but may award nondeductible compensation when it believes that doing so would be in the best interests of our company and shareholders.

Post Termination and Change in Control

The Australian Corporations Act restricts the benefits that can be given to individuals who hold “managerial or executive office” on cessation of their employment or loss of their office with Tronox Limited or its related bodies corporate. Under the Australian Corporations Act, Tronox Limited (and certain of its affiliates) may give a person a benefit in connection with their ceasing to hold managerial or executive office in Tronox Limited or a related body corporate only if the giving of the benefit is approved by shareholders in accordance with the requirements of the Australian Corporations Act or an exemption applies.

In the case of Tronox Limited, a managerial or executive office is an office of director, or any other office or position related to the management of Tronox Limited’s affairs that is held by a person who also holds an office of director of Tronox Limited or a related body corporate.

We will be obligated to make certain payments to our executive officers or accelerate the vesting of their equity awards upon a termination of their employment, including termination of their employment in connection with a change in control under the terms of our Retirement Plans, certain awards granted under the Tronox Limited Equity Plan and employment agreements between us and our named executive officers. For further details on these arrangements, please refer to “—Potential Payments upon Termination or Changes in Control” and “—Employment Agreements.”

We offer the benefits provided by the employment agreements, the Retirement Plans and awards granted under the Tronox Limited Equity Plan upon a change of control in order to be competitive with other employers who provide similar or enhanced benefits and to diminish the potential distraction due to personal uncertainties and risks that are inevitable in a change in control situation or threat. We believe that maintaining such benefits will help keep the management team focused on our performance and the benefit to the shareholders in the event of a change in control.

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SUMMARY COMPENSATION TABLE FOR YEAR-ENDED DECEMBER 31, 2012

The following table sets forth the total compensation for the years ending December 31, 2012, December 31, 2011, and December 31, 2010 for our chief executive officer, our chief financial officer, our three most highly compensated other executive officers who were serving as executive officers as of December 31, 2012, and one previous executive officer who would have been in the three most highly compensated other executive officers if he were still employed. Our remaining executive officer, P. Trevor Arran, who leads our Mineral Sands business, became our employee on June 15, 2012 and therefore his pay did not reach the threshold to qualify him to be a named executive officer for 2012.

Name & Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6)			All Other Compensation ($)(7)		Total ($)
Thomas Casey		2012		1,000,001		150,000		2,922,857		—		0		—			1,741,451		5,814,309
Chairman & Chief Executive Officer		2011		223,077		2,000,000		7,176,502		—		1,125,000		—			141,236		10,665,815
Daniel Greenwell Senior Vice President and Chief Financial Officer		2012		468,161		38,250		1,211,472		330,037		0		—			278,080		2,326,000
John D. Romano		2012		417,547		32,900		524,904		176,294		0		116,042			134,970		1,402,657
Senior Vice President and		2011		358,192		—		5,202,208		—		421,200		67,743			618,211		6,667,554
President Pigment & Electrolytic		2010		266,000		—		—		—		467,017		(92,001	)		9,599		650,615
Michael J. Foster		2012		382,308		27,950		416,138		139,753		0		23,286			109,039		1,098,474
Senior Vice President & General Counsel & Secretary		2011		328,942		—		4,297,423		—		297,000		18,443			180,411		5,122,219
		2010		275,000		—		—		—		329,307		10,583			9,790		624,680
Willem Van Niekerk Senior Vice President Strategic Planning & Business Development		2012		230,600		17,821		400,751		131,613		0		—			139,161		919,946
Robert C. Gibney		2012		268,769		0		416,138		139,753		0		68,525			610,709		1,503,894
Senior Vice President, Global Supply Chain & Chief Administrative Officer		2011		298,927		—		2,714,233		1,486,800		270,000		60,074			497,192		5,327,226
		2010		244,200		—		—		—		299,370		(64,079	)		8,789		488,280

(1) Dr. Van Niekerk became a Tronox employee on June 15, 2012 and was based in South Africa until his move to the U.S. effective September 1, 2012. His pay for June, July and August was converted from South African Rands to U.S. Dollars using the average monthly conversion rate for the three months, which equaled 1ZAR = 0.12025 USD.

(2) Mr. Casey’s 2011 bonus reflects a $2,000,000 sign-on bonus per the Casey Employment Agreement.

(3) Amounts reported in this column represent the aggregate grant date fair value for restricted shares and/or performance shares at target granted in each respective year. The grant date fair market value was computed in accordance with the share-based accounting guidance under ASC 718. Performance shares are reported at target value; however, they have the potential to be paid at 200% of target if maximum performance is achieved.

(4) Amounts reported in this column represent the aggregate grant date fair value for stock options granted in each respective year. The grant date fair market value was computed in accordance with the share-based accounting guidance under ASC 718.

(5) Amounts reflected in this column represent the incentive compensation earned for each year’s performance against pre-determined objectives. For 2011, these amounts were previously reflected in the Bonus column instead of this column.

(6) The present value of accumulated benefits as of December 31, 2012 was determined using the estimated ASC 715 assumptions in effect on December 31, 2012. The ASC 715 discount rate was 3.75%. The lump sum assumption for the Tronox Retirement Plan is based on IRS 417(e) interest rates and mortality using a one-year stability period with a two-month look-back period. The amounts in this column do not reflect amounts actually paid to our executive officers for the years reported but rather reflect only the aggregate change in the actuarial present value of each executive officer’s accumulated benefit under the Qualified Plan for the years reported. Our deferred compensation program does not allow for above-market earnings and therefore there is no value included for this amount. Messrs. Casey, Greenwell, and Dr. Van Niekerk do not participate in our pension program.

(7) The following table shows the components of “All Other Compensation” in the Summary Compensation Table.

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ALL OTHER COMPENSATION TABLE

Name	Year		Savings Plan, Discretionary Contribution & Restoration Match ($)(1)(2)		Relocation Payments ($)(3)		Dividends ($)(4)		Tax Gross-Ups ($)(5)		Other ($)(6)
Thomas Casey		2012		372,703		8,800		218,952		7,692		1,133,304
		2011		140,215		—		—		—		1,021
Daniel Greenwell		2012		56,956		42,734		16,808		28,135		133,447
John D. Romano		2012		100,441		—		9,495		—		25,034
		2011		104,907		—		—		—		513,304
		2010		9,208		—		—		—		391
Michael J. Foster		2012		81,327		—		7,528		588		19,596
		2011		93,791		—		—		—		86,620
		2010		9,519		—		—		—		271
Willem Van Niekerk		2012		18,732		61,255		4,748		35,069		19,357
Robert C. Gibney		2012		65,518		178,599		3,764		122,881		239,947
		2011		78,000		—		—		—		419,192
		2010		8,453		—		—		—		336

(1) Tronox suspended the 401(k) savings match in both the Savings Plan and the Savings Restoration Plan on July 1, 2008 and reinstated the match program on April 1, 2010. The company match into the Savings Plan was 100% on the first 3% of employee’s contributions and 50% on the next 3% of employee’s contributions up to the IRC limits for each year and the same match went into the Savings Restoration Plan for all eligible income above the IRC limits.

(2) Tronox initiated a discretionary contribution to the Savings Plan effective January 1, 2011. This program contributed 7.5% of an employee’s base salary into the Savings Plan up to the IRC limit and then continued the 7.5% contribution in the Savings Restoration Plan for pay above the IRC limit.

(3) Amounts represent relocation expenses for the executive to move their residence to their current place of employment, including shipment of household goods, house hunting expenses and temporary living.

(4) Dividends are paid on outstanding restricted shares at the approved dividend rate and date for all shareholders. For 2012, this rate was $0.25/share post-split. Further details regarding number of outstanding shares can be found in the Outstanding Equity Awards at December 31, 2012 table below.

(5) Tax-gross ups were provided to executives for costs related to relocation expenses, corporate apartment expenses, or financial planning. For Mr. Greenwell, the full amount represents payment made by the company for his temporary living in a corporate apartment. For Dr. Van Niekerk, the full amount represents his taxable relocation expenses provided for his move to the United States. For Mr. Gibney, $109,485 represents his taxable relocation expenses provided for his move to Stamford, Connecticut and the remainder of this amount consists of payments for his temporary living in a corporate apartment and taxes for his financial planning.

(6) This column reflects all other compensation that is not reported elsewhere. For 2012, these amounts include the following: for Mr. Casey, $961,625 cash payment for restricted shares exchanged for $12.50/share plus one share of Tronox Limited stock for each previously held Tronox Inc. share, $166,744 for personal aircraft use valued as the aggregate incremental cost to the company of our corporate aircraft, life insurance premiums paid by the company and financial counseling; for Mr. Greenwell, $84,038 cash payment for restricted shares exchanged for $12.50/share plus one share of Tronox Limited stock for each previously held Tronox Inc. share, $28,129 for personal aircraft use valued as the aggregate incremental cost to the company of our corporate aircraft, $19,615 vacation payout, and life insurance premiums paid by the company; for Mr. Romano, $23,500 vacation payout and life insurance premiums paid by the company; for Mr. Foster, $18,192 vacation payout and life insurance premiums paid by the company; for Dr. Van Niekerk, $18,846 for housing allowance per his employment agreement; and for Mr. Gibney, $150,000 for severance pay in connection with his separation agreement as described above, $88,894 vacation payout, and life insurance premiums paid by the company.

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GRANTS OF PLAN-BASED AWARDS DURING 2012

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All other Stock Awards: Number of Shares of Stock or Units(#)(3)		All other Option Awards: Number of Securities Underlying Options(#)(4)		Exercise or Base Price of Option Awards ($/SH)		Grant Date Fair Value of Restricted Stock and Option Awards(5)
Name	Grant Date		Threshold($)		Target($)		Maximum($)		Threshold(#)		Target(#)		Max.(#)
Thomas Casey		—		750,000		1,500,000		4,500,000		—		—		—		—		—		—		—
		10/5/2012		—		—		—		17,995		71,983		143,966		47,988		0		—	$	2,922,857
Daniel Greenwell		—		191,250		382,500		765,000		—		—		—		—		—		—		—
		1/2/2012		—		—		—		—		—		—		50,415		22,330	$	24.03	$	1,541,509
John D. Romano		—		164,500		329,000		658,000		—		—		—		—		—		—		—
		6/26/2012		—		—		—		2,366		9,465		18,930		9,525		18,695	$	25.90	$	701,198
Michael J. Foster		—		139,750		279,500		559,000		—		—		—		—		—		—		—
		6/26/2012		—		—		—		1,876		7,505		15,010		7,550		14,820	$	25.90	$	555,890
Willem Van Niekerk		—		164,500		161,420		322,840		—		—		—		—		—		—		—
		10/26/2012		—		—		—		2,366		9,465		18,930		9,525		18,695	$	20.64	$	532,364
Robert C. Gibney		—		0		0		0		—		—		—		—		—		—		—
		6/26/2012		—		—		—		1,876		7,505		15,010		7,550		14,820	$	25.90	$	555,890

(1) Amounts in these columns reflect the threshold, target and maximum payout levels for the 2012 annual incentive award. These amounts are prorated for Dr. Van Niekerk for his eligible earnings from June 15, 2012. Further details regarding these awards can be found in “—Annual Incentive Plan.”

(2) Amounts in these columns reflect the threshold, target and maximum amount of performance-based shares that were granted to each executive during 2012. Performance-based shares are granted for a three-year performance period with the payout determined at the end of the three-year period based on our ROCE and TSR performance against our peers. Further details regarding these grants can be found in “—Long-term Incentive Program.”

(3) Amounts in this column represent the number of time-based restricted shares granted to the NEOs under the equity program. These shares generally vest one-third each year on the anniversary of the grant date. The grant date fair value is the closing price of our common stock on the grant date.

(4) Amounts in this column represent the number of stock options granted to the NEOs under the equity program. These stock options generally vest one-third each year on the anniversary of the grant date and expire 10 years from their respective grant dates. The exercise price is the closing price of our common stock on the grant date.

(5) The amounts in this column have been calculated using the target grant amount for TSR performance-based shares multiplied by the grant date fair value as determined using a Monte-Carlo simulation plus the number of restricted shares and ROCE performance-based shares multiplied by the closing price of our common stock on the grant date plus the value of the stock options as determined using a Black-Scholes value for each grant. The Black-Scholes calculation is required for financial reporting and take into consideration factors including volatility, interest-rate assumptions, life of the award, and dividends. As such, the amounts in this column are based on assumptions and may not reflect the actual economic value a NEO would realize upon exercise.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2012

The following table shows the number of shares covered by exercisable and unexercisable options and unvested stock awards owned by our named executive officers on December 31, 2012.

			Option Awards(1)								Stock Awards(2)
Name(4)	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3)
Thomas Casey		10/5/2011		0		0		0		0		276,930		5,053,973		94,255		1,720,154
		10/5/2012		0		0		0		0		47,988		875,781		71,983		1,313,690
Daniel Greenwell		1/2/2012		7,440		14,890		24.03		1/2/2022		33,610		613,383		0		0
John D. Romano		6/26/2012		0		18,695		25.90		6/26/2022		9,525		173,831		9,465		172,736
Michael J. Foster		6/26/2012		0		14,820		25.90		6/26/2022		7,550		137,788		7,505		136,966
Willem Van Niekerk		10/26/2012		0		18,695		20.64		10/26/2022		9,525		173,831		9,465		172,736

(1) Option awards generally vest at the rate of one-third per year on the anniversary of the grant date, except for the award for Dr. Van Niekerk, which will vest one-third per year beginning on June 26, 2013 and each of the next two years on the same date.

(2) Time-based share awards generally vest at the rate of one-third per year on the anniversary of the grant date, except for the award for Dr. Van Niekerk, which will vest one-third per year beginning on June 26, 2013 and each of the next two years on the same date. Performance-based share awards vest on the third anniversary of the grant date, except for the award for Dr. Van Niekerk, which will vest on June 26, 2015.

(3) Market value of shares is based on a stock price of $18.25, the closing price of our stock on December 31, 2012.

(4) Mr. Gibney is not shown in the chart above since he has no remaining outstanding restricted shares as of December 31, 2012.

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OPTION EXERCISES AND STOCK VESTED DURING 2012

The table below provides information regarding the vesting during 2012 of restricted share awards held by our named executive officers. None of our named executive officers exercised stock options during 2012.

	Option Awards				Stock Awards
Name(1)	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)(2)		Value Realized on Vesting ($)(2)
Thomas Casey(3)		0		0		50,245		1,502,838
Daniel Greenwell		0		0		16,805		544,482
John D. Romano		0		0		141,560		4,629,897
Michael J. Foster		0		0		116,945		3,824,825
Robert C. Gibney(4)		0		0		81,415		2,586,847

(1) Dr. Van Niekerk did not exercise any stock options or have any restricted shares vest during 2012.

(2) Unless noted in the footnotes below, the number of shares acquired on vesting is all related to prior Tronox Inc. stock that vested upon the merger with Exxaro on June 15, 2012. The values realized on vesting are determined by multiplying the number of shares that vested by the fair market value on the applicable date. All share numbers have been adjusted for the 5-for-1 stock split that occurred July 20, 2012.

(3) Mr. Casey had 1,040 shares of restricted stock vest on March 31, 2012 and 35,740 shares of restricted stock vest on June 15, 2012, which were both granted to him in 2011 while he served as a non-employee director. In addition, he had 13,465 shares vest on October 5, 2012 at a price of $22.92 from his initial equity award in 2011.

(4) In addition to shares that vested on June 15, 2012 as referenced in footnote 2 above, Mr. Gibney also had 7,550 shares of restricted stock vest on September 29, 2012 at a price of $22.65.

Pension Benefits

Some of our U.S. executives are covered by the Tronox Inc. Retirement Plan. We maintain this Qualified Plan and related trust, which were frozen in April of 2009, for all U.S. employees.

As part of Tronox Incorporated’s separation from Kerr-McGee, it established the Retirement Plan and the trusts related to our Retirement Plan and accepted the transfer of assets and liabilities from the corresponding trusts for the Kerr-McGee retirement plans. All employees received credit for their service as Kerr-McGee employees prior to the establishment of our Retirement Plan.

All amounts set forth in the table below reflect normal retirement benefits that would be paid to each executive officer assuming the executive officer retired at the earliest retirement age that they could receive unreduced benefits (generally age 60).

PENSION BENEFITS AS OF DECEMBER 31, 2012

Name(a)(1)	Plan Name(b)	Number of Years Credited Service(c)		Present Value of Accumulated Benefit(d)($)(2)
John D. Romano	Tronox Incorporated Retirement Plan		20.167		553,451
Michael J. Foster	Tronox Incorporated Retirement Plan		6.0		139,893
Robert C. Gibney	Tronox Incorporated Retirement Plan		17.667		485,775

(1) Messrs. Casey and Greenwell and Dr. Van Niekerk are not participants in the Tronox Incorporated Retirement Plan.

(2) The present value of accumulated benefits for the Tronox Incorporated Retirement Plan as of December 31, 2012 was determined using the estimated FAS 87 assumptions in effect on December 31, 2012. The FAS 87 discount rate was 3.75%.

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The lump sum assumption for the Tronox Retirement plan is based on IRS 417(e) interest rates and mortality using a one-year stability period with a two-month look-back period.

The amounts shown in column (d) are determined according to prescribed SEC assumptions and may not reflect the benefits actually payable from the Retirement Plan if the named executive had retired during the last fiscal year. The above present values assume that the executive commences his accrued benefits at his earliest unreduced age under the plan provisions in effect at December 31, 2012.

Retirement benefits are calculated based upon years of service and “final average monthly compensation.” For benefits earned prior to January 1, 2009, an employee’s final average monthly compensation is the highest average compensation for any period of 36 consecutive calendar months out of the final 120 consecutive calendar months prior to that employee’s termination. For benefits earned beginning January 1, 2009, final average monthly compensation is the highest average compensation for any period of 60 consecutive calendar months out of the final 120 consecutive calendar months prior to that employee’s termination. Upon retirement, benefits are payable in a lump-sum or various annuity forms. Tronox did not pay any retirement benefits in the fiscal year ended December 31, 2012.

Nonqualified Deferred Compensation

All U.S. employees, including our named executive officers, are eligible to participate in our Savings Plan. In addition, we offer a nonqualified deferred compensation plan, known as the Savings Restoration Plan. This plan allows certain employees the ability to defer up to 20% of their base salary and/or their annual incentive award. This plan also provides company match and profit sharing credits for compensation in excess of the IRS maximum limit. The company match for 2012 was 100% on the first 3% that an employee contributed to the Savings Plan and 50% up to the next 3% that the employee contributed. The profit sharing match for 2012 was 7 ¹/₂% for all earnings. For 2013, the company match has been increased to 100% on all employee contributions up to 6% of base salary and the profit sharing has been decreased to 6%. All employees hired before January 1, 2012 have immediate vesting into both the company match and the profit sharing, but for those hired after January 1, 2012 there is a three year vesting for the profit sharing match. Distributions from the plan for employer contributions will be in the form of a lump sum and paid six months following separation from service. All payments from these plans are made from the general assets of the company and no special fund or trust has been established for this money.

Employees who elect to defer any of their base salary or annual incentive award have their funds contributed into the Savings Restoration Plan. Employees elect the investment options for this money from the range of investment choices in the Savings Plan, including money market funds, equity funds, and bond funds. Because this is an unfunded plan, the investment elections are used only for the purpose of crediting earnings and determining the future benefit to be received from the plan. Distributions from the plan for employee contributions will be made either as a lump sum at a specified date in the future or upon separation from service.

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NONQUALIFIED DEFERRED COMPENSATION FOR 2012

Name(a)(1)	Executive Contributions in Last Fiscal Year (b)($)(2)		Registrant Contributions in Last Fiscal Year (c)($)		Aggregate Earnings in Last Fiscal Year (d)($)		Aggregate Withdrawals/ Distributions (e)($)		Aggregate Balance at Last Fiscal Year-End (f)($)
Thomas Casey		0		337,395		29,978		0		488,026
Daniel Greenwell		0		35,978		491		0		36,469
John D. Romano		0		66,610		8,045		0		158,994
Michael J. Foster		0		47,565		10,523		0		124,552
Robert C. Gibney		0		31,825		8,410		0		92,736

(1) Dr. Van Niekerk did not participate in the Savings Restoration Plan.

(2) None of the executives elected to defer any of their base salary or annual incentive award and therefore have no employee contributions into the plan.

Employment Agreements

Thomas Casey

Effective October 5, 2011, Tronox hired Thomas Casey as its Chief Executive Officer, in addition to his continuing service as the company’s Chairman of the Board of Directors. In connection with Mr. Casey’s commencement of employment as Chief Executive Officer, Tronox and Mr. Casey entered into the Casey Offer Letter. Pursuant to the Casey Offer Letter, Tronox and Mr. Casey agreed to formalize the terms of Mr. Casey’s employment and intend to enter into the Casey Employment Agreement. Accordingly, Tronox and Mr. Casey agreed to the terms of the Casey Employment Agreement and the HRCC approved the terms of the Casey Employment Agreement on April 11, 2012, incorporating the terms of the Casey Offer Letter and setting forth the terms of Mr. Casey’s employment. The Casey Employment Agreement provides for Mr. Casey to serve as the Chief Executive Officer and Chairman of the board of directors and contemplates an initial three-year term of employment, with automatic successive one-year renewal periods, unless terminated by either party upon at least 180 days advance notice. In addition, the Casey Employment Agreement provides for an annual base salary of no less than $1,000,000, the entitlement to customary employee benefits, and an annual target bonus opportunity of 150% of base salary with a maximum annual bonus opportunity equal to three times target bonus. The Casey Employment Agreement also provides Mr. Casey with a pro rata bonus for fiscal year 2011. In connection with Mr. Casey’s commencement of employment, Mr. Casey was paid a cash “sign-on” bonus of $2.0 million. This bonus is subject to a ratable “clawback” in the event of his resignation without Good Reason or if his employment is terminated for Cause prior to the first anniversary of his employment. Mr. Casey was also granted a “sign-on” equity grant of 50,000 shares of restricted stock which will cliff vest on the third anniversary of the date of grant and an initial equity award consisting of 26,930 shares of restricted stock vesting as follows: (i) 30% of such grant will vest in equal installments on each of the first three anniversaries of the date of grant, and (ii) 70% of such grant will be eligible to vest based upon the achievement of the following performance criteria: (a) 50% of such award will vest based upon “total shareholder return” for the three-year period beginning October 1, 2011 and ending September 30, 2014 and (b) 50% of such award will vest based upon “return on invested capital” over the three-year period beginning October 1, 2011 and ending September 30, 2014. In addition, the Casey Employment Agreement provides for Mr. Casey to receive an annual RSU or restricted share grant (or another form of equity award with an equivalent value) with a value at grant equal to $3.0 million. On February 22, 2013, the Casey Employment Agreement was amended to change the date of Mr. Casey’s annual equity grant from the first anniversary of the effective date of his agreement to the earlier of (x) the date on which Tronox makes grants to other senior executives and (y) the last business day of March of the applicable year. The Casey Employment Agreement also provides that subsequent RSU or restricted share grants will be based on the volume-weighted average price over the 30-day period preceding the date of grant.

In the event Mr. Casey’s employment is terminated without Cause or he terminates employment for Good Reason prior to a “Qualified Change in Control” (which generally means a Change in Control as defined under the 2010 Management Equity Incentive Plan, excluding the Exxaro Transaction), subject to the execution of a

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release of claims, he will receive: (i) his base salary through the date of termination plus a pro rata bonus for the year of termination; (ii) an amount equal to two times the sum of his base salary and annual target bonus, payable in installments over the 12 month period following his termination of employment; (iii) accelerated vesting of all equity awards subject to time-based vesting conditions; (iv) accelerated vesting of all equity awards subject to performance-based vesting conditions if the performance vesting criteria have been met as of the date of termination, taking into consideration any abbreviation of the performance period resulting from the termination of employment and (v) continued COBRA coverage for 18 months. In addition, in the event Mr. Casey’s employment is terminated without Cause or for Good Reason following a Qualified Change in Control, Mr. Casey will be entitled to the same benefits as described above, except that he will be entitled to three times the sum of his base salary and annual target bonus under subpart (ii) above. In the event Mr. Casey’s employment is terminated due to his death or Disability, he will be entitled to (I) his base salary through the date of termination plus a pro rata bonus for the year of termination, (II ) his “sign-on” grant (50,000 shares of restricted stock) will be subject to pro rata vesting based on the number of months he was employed divided by 36 months, subject to minimum vesting of 25% of such award, and (III) continued COBRA coverage for 18 months.

In addition, the Casey Employment Agreement provides for (i) general restrictions on the disclosure of confidential information, (ii) an inventions assignment covenant, (iii) an agreement that during his employment and for a period of 12 months thereafter he will not compete with Tronox or solicit Tronox’s employees, and (iv) a mutual agreement between Mr. Casey and Tronox that during his employment and for a period of two years thereafter he will not disparage Tronox or its directors and executive officers, and Tronox, as well as its employees, executive officers and members of the board of directors will not disparage Mr. Casey.

Daniel Greenwell

Effective January 2, 2012, Tronox hired Daniel Greenwell as its Chief Financial Officer and entered into an employment agreement which set forth the terms of Mr. Greenwell’s employment. Mr. Greenwell’s employment agreement specified an initial three-year term of employment, with automatic successive one-year renewal periods, unless terminated by either party upon at least 90 days advance notice. In addition, Mr. Greenwell’s employment agreement provided for an initial annual base salary of no less than $440,000, employee benefits consistent with those of other senior executives, and an annual target bonus opportunity of 75% of base salary with a maximum annual bonus opportunity equal to 150% of base salary. Mr. Greenwell’s employment agreement also provided Mr. Greenwell with reimbursement for reasonable relocation and moving expenses associated with the relocation from Mr. Greenwell’s current primary residence to a residence in the Stamford, Connecticut area as well as temporary living of up to $5,000 month through September 1, 2013 and reasonable travel and commuting expenses through September 1, 2013. Mr. Greenwell was also granted a “sign-on” equity grant of 7,333 shares of restricted stock and an initial equity award consisting of (1) 2,750 shares of restricted stock which will vest in equal installments on each of the first three anniversaries of the date of grant and (2) 4,466 non-qualified stock options at an exercise price of $120.00 per share (pre-split) . In addition, Mr. Greenwell’s employment agreement provided for Mr. Greenwell to receive an annual equity award with a value at grant equal to two times his base salary.

On February 9, 2013, Mr. Greenwell entered into a separation agreement whereby he resigned as Chief Financial Officer, effective March 31, 2013. Pursuant to the terms of the separation agreement, he will receive a lump sum cash payment equal to $1,338,750 and immediate accelerated vesting of 25,208 shares of restricted stock and 11,167 options. In addition, Mr Greenwell will also receive continued coverage under Tronox Limited’s benefit plans until September 30, 2014.

In addition, Mr. Greenwell will continue to be subject to the restrictive covenants set forth in his employment agreement including (i) general restrictions on the disclosure of confidential information, (ii) an inventions assignment covenant, (iii) an agreement that during the executive’s employment with Tronox and for a period of 12 months thereafter the executive will not compete with Tronox or solicit Tronox’s employees, and

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(iv) a mutual agreement between the executive and Tronox that during the executive’s employment with Tronox and for a period of two years thereafter the executive will not disparage Tronox or its directors and executive officers, and Tronox, as well as its employees, executive officers and members of the board of directors will not disparage the executive.

John Romano, Michael J. Foster and Robert C. Gibney

On January 1, 2011, Tronox entered into employment agreements with all of its then named executive officers (the “Employment Agreements”). These Employment Agreements replaced their previous employment agreements. The Employment Agreements provide for the continued employment of Mr. Romano as Executive Vice President, Mr. Foster as Vice President and General Counsel and Mr. Gibney as Vice President, Administration and Materials Procurement, in each case, for a term beginning on the Effective Date and continuing until December 31, 2015 (the “Employment Term”). Employment may be terminated during the Employment Term by an executive with or without Good Reason or by Tronox upon an executive’s death, Disability, or termination with or without Cause.

The Employment Agreements provide for an initial annual base salary of $360,000, $330,000, and $300,000 for each of Messrs. Romano, Foster and Gibney, respectively. The Employment Agreements also provide that, for the 2010 fiscal year, the executives will be eligible for a cash performance bonus under Tronox Incorporated’s 2010 Cash Incentive Plan, subject to achievement of the specified performance targets, and that thereafter the executives will be paid an annual cash performance bonus (an “Annual Bonus”) in respect of each fiscal year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The annual bonus opportunity will be 65%, 50% and 50% of base salary for each of Messrs. Romano, Foster and Gibney, respectively, for the 2011 fiscal year, and will be set by Tronox’s HRCC for each fiscal year thereafter. The Employment Agreements also entitle the executives, during the Employment Term, to paid vacation in accordance with the applicable policies of Tronox, and to participate in such medical, dental and life insurance, retirement and other plans as Tronox may have or establish from time to time on terms and conditions applicable to other senior executives of Tronox generally.

The Employment Agreements also provide for the grant of restricted shares (“the Emergence Award) of 42,467; 35,081; and 22,147 shares to each of Messrs. Romano, Foster and Gibney, respectively, which will vest in twelve equal installments on the last day of each calendar quarter during the three-year period following the company’s emergence from Chapter 11. In addition, commencing in 2011 and each year thereafter during the Employment Term, the executives will be eligible to receive annually a grant of an equity-based award under the Tronox Limited Equity Plan as determined by the HRCC.

If an executive’s employment is terminated by reason of death or Disability, Tronox will pay the executive (i) all accrued benefits under his Employment Agreement and (ii) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the executive was employed during the calendar year in which the date of termination occurs) of the Annual Bonus that would have been paid to the executive if he had remained employed based on actual performance. If an executive’s employment is terminated by Tronox for “Cause,” by the executive without Good Reason, or as a result of the expiration of the Employment Term, Tronox will pay the executive all accrued benefits. If an executive’s employment is terminated by Tronox without Cause or by the executive with Good Reason, Tronox will pay the executive: (i) all accrued benefits; (ii) a lump sum payment of an amount equal to a pro rata portion of the Annual Bonus that would have been paid to the executive if he had remained employed based on actual performance; (iii) a lump sum payment of an amount equal to the product of one times the sum of the executive’s base salary and target bonus. In addition, the executive and his covered dependents will be entitled to continued participation on the same terms and conditions as applicable immediately prior to the executive’s date of termination for the one year period following the date of termination in such medical, dental, and hospitalization insurance coverage in which the executive and his eligible dependents were participating immediately prior to the date of termination. All amounts payable under the Employment Agreements beyond the accrued benefits are subject to the executive’s execution of a release of claims in favor of Tronox.

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If an executive is terminated by Tronox, other than for Cause or due to death or Disability, or the executive resigns for Good Reason, during the 12-month period after a Change in Control, then the executive will receive the benefits otherwise payable in connection with a termination by Tronox without Cause or by the executive with Good Reason, except that (I) the lump sum payment described in subpart (iii) above will be equal to the product of two times the sum of the executive’s base salary and target bonus and (II) each executive will be entitled to 18 months of continued participation in Tronox’s benefit plans.

In addition, the Employment Agreements provide for (i) general restrictions on the disclosure of confidential information, (ii) an inventions assignment covenant, (iii) an agreement that during the executive’s employment with Tronox and for a period of 12 months thereafter the executive will not compete with Tronox or solicit Tronox’s employees, and (iv) a mutual agreement between the executive and Tronox that during the executive’s employment with Tronox and for a period of two years thereafter the executive will not disparage Tronox or its directors and executive officers, and Tronox, as well as its employees, executive officers and members of the board of directors will not disparage the executive.

Effective September 30, 2012, a separation agreement was entered into with Mr. Gibney. In accordance with its terms, he will receive severance in the amount of $650,000 payable bi-weekly over the 365 days following his separation date. In addition, 7,500 shares of restricted stock vested upon his departure while his other unvested awards were cancelled. Following his departure, Mr. Gibney will continue to be subject to the restrictive covenants set forth in his employment agreement as described above.

Willem Van Niekerk

Effective June 15, 2012, Tronox entered into an employment agreement with Willem Van Niekerk to serve as its Senior Vice President, Strategic Planning & Business Development. Dr. Van Niekerk’s agreement specifies an initial three-year term of employment, with automatic successive one-year renewal periods, unless terminated by either party upon at least 90 days advance notice. In addition, his agreement provides for an initial annual base salary of no less than $470,000, employee benefits consistent with those of other senior executives, and an annual target bonus opportunity of 70% of base salary with a maximum annual bonus opportunity equal to 140% of base salary. Dr. Van Niekerk’s agreement also provides Dr. Van Niekerk with reimbursement for relocation services and related expenses associated with the relocation from Dr. Van Niekerk’s current primary residence to a residence in the Stamford, Connecticut area as well as a housing allowance of $5,000 per month. In addition, Dr. Van Niekerk’s agreement provides for Dr. Van Niekerk to receive an annual equity award with a value at grant equal to 150% of his base salary.

In the event Dr. Van Niekerk terminates employment for Good Reason prior to a “Change in Control” (which includes the Exxaro transaction) or after the 12-month protection period following a Change in Control expires, subject to the execution of a release of claims, he will receive: (i) his base salary through the date of termination plus a pro rata bonus for the year of termination; (ii) an amount equal to one times the sum of his base salary and annual target bonus, payable in a lump sum; and (iii) continued COBRA coverage for 12 months. In addition, in the event Dr. Van Niekerk’s employment is terminated for Good Reason on or within 12 months following a Change in Control (e.g., prior to the 12-month anniversary of the Closing of the Exxaro transaction or June 15, 2013), Dr. Van Niekerk will be entitled to the same benefits as described above, except that he will be entitled to two times the sum of his base salary and annual target bonus under subpart (ii) above and 18 months of COBRA coverage under subpart (iii) above. In the event Dr. Van Niekerk’s employment is terminated due to his death or Disability, he will be entitled to (I) his base salary through the date of termination plus a pro rata bonus for the year of termination and (II) continued COBRA coverage for 12 months.

In addition, Dr. Van Niekerk’s agreement provides for (i) general restrictions on the disclosure of confidential information, (ii) an inventions assignment covenant, (iii) an agreement that during the executive’s employment with Tronox and for a period of 12 months thereafter the executive will not compete with Tronox or solicit Tronox’s employees, and (iv) a mutual agreement between the executive and Tronox that during the

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executive’s employment with Tronox and for a period of two years thereafter the executive will not disparage Tronox or its directors and executive officers, and Tronox, as well as its employees, executive officers and members of the board of directors will not disparage the executive.

Potential Payments upon Termination or Changes in Control

We will be obligated to make certain payments to our executive officers or accelerate the vesting of their equity awards pursuant to the following plans or agreements upon a termination of their employment, including termination of their employment in connection with a change in control:

(1) employment agreements;

(2) our Retirement Plans; and

(3) award agreements issued under the Tronox Limited Equity Plan.

Payments Made Upon Termination without Cause or for Good Reason in Connection with a Change in Control

In the event that an executive officer is terminated within 12 months after a change in control (or in anticipation of a change in control under certain circumstances) other than for Cause, death or Disability or if the executive officer resigns for Good Reason, such executive officer will be entitled to lump sum cash severance benefits (and continuation of benefits coverage), which will consist of the following:

(1) either three (3) times (for the CEO) or two (2) times (for all other NEOs) the sum of (i) the executive officer’s annual base salary, and (ii) the executive officer’s target bonus in the year of his or her termination;

(2) any accrued but unpaid annual base salary through the date of termination;

(3) the unpaid portion of any bonuses previously earned by the executive officer plus the pro-rata portion of the bonus for the executive officer in the year of termination;

(4) any accrued and unused sick and vacation pay;

(5) continued medical, dental, vision and life insurance coverage for the executive officer and his or her eligible dependents for a period ending on the earlier of 18 months following the date of termination or the commencement of comparable coverage by the executive officer with a subsequent employer; and

(6) immediate 100% vesting of all outstanding stock options, stock appreciation rights, performance awards and restricted shares issued by us.

Payments Made Upon Termination without Cause or Good Reason Not in Connection With a Change in Control

If an executive officer’s employment is terminated without Cause or Good Reason and the termination is not made subject to the provisions related to termination in connection with a change in control, the executive officer will be entitled to receive the following amounts in a lump sum cash payment:

(1) either two (2) times (for the CEO) or one (1) times (for all other NEOs) the sum of (i) the executive officer’s annual base salary, and (ii) the executive officer’s target bonus in the year of his or her termination;

(2) any accrued but unpaid annual base salary through the date of termination;

(3) the unpaid portion of any bonuses previously earned by the executive officer plus the pro rata portion of the bonus, if any, to be paid for the year in which the date of termination occurs;

(4) any accrued and unused sick and vacation pay; and

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(5) the executive officers shall also be entitled to the continued medical, dental, vision and life insurance coverage for the executive officer and his or her eligible dependents for a period ending on the earlier of 18 months (for the CEO) or 12 months (for other NEOs) following the date of termination or the commencement of comparable coverage by the executive officer with a subsequent employer.

Payments Made Upon Termination for Death, Disability or Retirement

If the executive officer’s employment is terminated by reason of death, Disability or retirement, the executive officer will receive:

(1) any accrued but unpaid annual base salary and bonus through the date of termination;

(2) the pro-rata portion of the executive officer’s actual bonus in the year of termination (calculated through the date of termination) (but not in the event of retirement); and

(3) any accrued and unused sick and vacation pay.

Except for retirement, certain executive officers shall also be entitled to the continued medical, dental, vision and life insurance coverage for the executive officer and his or her eligible dependents for a period ending on the earlier of 18 months (for the CEO) or 12 months (for Dr. Van Niekerk) following the date of termination or the commencement of comparable coverage by the executive officer with a subsequent employer.

Retirement Plans

Executive officers who are eligible under our U.S. Pension Plan will receive benefits upon their termination and achievement of certain age and service requirements. Executive officers could also be eligible for early enhanced retirement benefits in the event that their position is eliminated involuntarily or due to death, Disability or retirement. See the discussion under “Retirement and Other Benefits” for a summary of the U.S. Retirement Plans.

Long-Term Incentives

The following definitions apply to the standard 2012 award agreements for the annual grants of equity awards for executives:

(1) If the executive officer is involuntarily terminated without Cause or for Good Reason, all unvested stock options and time-based restricted shares will vest immediately. All performance-based restricted shares will be forfeited.

(2) If the executive officer is terminated upon a Change in Control, all unvested stock options and all restricted shares will vest immediately, provided the executive is continuously employed by Tronox or its subsidiaries through the date of such Change in Control.

(3) If the executive officer is terminated by reason of death or Disability, all unvested stock options and time-based restricted shares will vest immediately. All performance-based restricted shares will be forfeited.

(4) If the executive officer terminated for any other reason, all unvested shares will be forfeited upon termination.

For Mr. Casey, his 2011 equity grants vest as follows:

(1) If the executive officer is involuntarily terminated without Cause or for Good Reason, all time-based restricted shares will vest immediately. All performance-based restricted shares will have the performance period amended to end on the date of termination and each award will vest immediately if the Committee determines that the applicable performance criteria for the amended performance period has been achieved.

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(2) If the executive officer is terminated upon a Change in Control, all time-based restricted shares will vest immediately. All performance-based restricted shares will have the performance period amended to end on the date of termination and each award will vest immediately if the Committee determines that the applicable performance criteria for the amended performance period has been achieved.

(3) If the executive officer is terminated by reason of death or Disability, a percentage of the sign-on equity award shall vest, which percentage shall equal the greater of 25% and the percentage equal to the number of calendar months the executive has been employed commencing October 2011 divided by 36.

(4) If the executive officer terminated for any other reason, all unvested shares will be forfeited upon termination.

Calculation of Total Amounts Payable upon Termination or Change in Control

The following table provides the amount of compensation payable to each named executive officer upon various termination reasons. Except as noted, the amounts shown below assume that such termination was effective as of December 31, 2012, and thus includes amounts earned through such time and are estimates of the amounts which would be paid to each executive officer upon his or her termination. The actual amounts to be paid to each executive officer can only be determined at the time of that named executive officer’s termination. Mr. Gibney was not serving as an executive officer as of December 31, 2012. The benefits that were payable to Mr. Gibney upon his termination of employment are described in “—Separation Agreement.”

ESTIMATED POST-TERMINATION PAYMENTS AND BENEFITS AS OF DECEMBER 31, 2012(1)

Name	Type of Payment of Benefit	Voluntary Resignation ($)		Death ($)		Disability ($)		Involuntary Not for Cause Termination ($)		Termination Resulting from Change in Control ($)
Thomas Casey	Cash Compensation
	Cash Severance(2)		0		0		0		5,000,000		7,500,000
	Accrued Sick & Vacation Pay(3)		228,846		315,385		315,385		315,385		315,385
	Accrued Bonus(4)		0		1,500,000		1,500,000		1,500,000		1,500,000
	Equity
	Restricted Shares(5)		0		2,778,344		2,778,344		8,963,598		8,963,598
	Medical Benefits(6)		0		29,842		29,842		29,842		29,842
	Total		228,846		4,623,571		4,623,571		15,808,825		18,308,825
Daniel Greenwell(7)	Cash Compensation
	Cash Severance(2)		0		0		0		892,500		1,785,000
	Accrued Sick & Vacation Pay(3)		79,462		117,692		117,692		117,692		117,692
	Accrued Bonus(4)		0		382,500		382,500		382,500		382,500
	Equity
	Restricted Shares(8)		0		613,383		613,383		613,383		613,383
	Stock Options(9)		0		0		0		0		0
	Medical Benefits(6)		0		29,552		29,552		29,552		44,327
	Total		79,462		1,143,127		1,143,127		2,035,627		2,942,902
John D. Romano	Cash Compensation
	Cash Severance(2)		0		0		0		799,000		1,598,000
	Accrued Sick & Vacation Pay(3)		77,731		500,731		500,731		500,731		500,731
	Accrued Bonus(4)		0		329,000		329,000		329,000		329,000

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Name	Type of Payment of Benefit	Voluntary Resignation ($)		Death ($)		Disability ($)		Involuntary Not for Cause Termination ($)		Termination Resulting from Change in Control ($)
	Equity
	Restricted Shares(8)		0		173,831		173,831		173,831		347,567
	Stock Options(9)		0		0		0		0		0
	Pension Plan(10)		250,058		250,058		250,058		250,058		250,058
	Medical Benefits(6)		0		0		0		29,552		44,327
	Total		327,789		1,253,620		1,253,620		2,082,172		3,069,683
Michael J. Foster	Cash Compensation
	Cash Severance(2)		0		0		0		709,500		1,419,000
	Accrued Sick & Vacation Pay(3)		59,538		224,096		224,096		224,096		224,096
	Accrued Bonus(4)		0		279,500		279,500		279,500		279,500
	Equity
	Restricted Shares(8)		0		137,788		137,788		137,788		274,754
	Stock Options(9)		0		0		0		0		0
	Pension Plan(10)		61,209		61,209		61,209		61,209		61,209
	Medical Benefits(6)		0		0		0		29,552		44,327
	Total		120,747		702,593		702,593		1,441,645		2,302,886
Willem Van Niekerk	Cash Compensation
	Cash Severance(2)		0		0		0		799,000		1,598,000
	Accrued Sick & Vacation Pay(3)		66,659		90,611		90,611		90,611		90,611
	Accrued Bonus(4)		0		329,000		329,000		329,000		329,000
	Equity
	Restricted Shares(8)		0		173,831		173,831		173,831		347,567
	Stock Options(9)		0		0		0		0		0
	Medical Benefits(6)		0		29,552		29,552		29,552		44,327
	Total		66,659		622,994		622,994		1,421,994		2,409,505

(1) None of our NEOs meet the age and service requirements for retirement and therefore no details are provided for that type of termination.

(2) Cash Severance is based on annual rate of pay plus annual target bonus. For Mr. Casey, this amount is two times base plus target bonus for Involuntary Not for Cause Termination and three times base plus target bonus for Termination Resulting from a Change in Control. For the other NEOs, this amount is one times base plus target bonus for Involuntary Not for Cause Termination and two times base plus target bonus for Termination Resulting from a Change in Control.

(3) In the case of Voluntary Resignation, only accrued vacation is paid out. In the other examples, accrued vacation and sick leave balances will be paid out.

(4) Accrued Bonus is defined as the prorated incentive amount due for performance up to the date of termination. For the examples, this amount is shown at target amounts for the full calendar year, however, in the event of a termination, actual payment will be based on actual time worked and actual performance results for the company.

(5) The treatment of Mr. Casey’s Restricted Shares is set forth in his employment agreement. In the case of Death or Disability, a prorated piece of his initial Sign-on Equity award will be paid based on time worked since the grant as well as his time-based shares from his 2012 grant. In the cases of Involuntary not for Cause Termination and Termination following a change in control, all outstanding shares will vest. Amounts are calculated using December 31, 2012 closing price of our stock of $18.25.

(6) Medical benefits include medical, dental, and vision coverage through COBRA paid for by the company.

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(7) Mr. Greenwell entered into a separation agreement, dated February 9, 2013, setting forth the amounts and benefits payable to him upon his termination of employment, on March 31, 2013. See “—Separation Agreements” for a description of the amounts and benefits payable to Mr. Greenwell under his separation agreement.

(8) The treatment of the Restricted Shares for the other NEOs is based on their award agreements. For Death, Disability, and Involuntary Not for Cause Terminations, all outstanding time-based shares will vest immediately. For Termination following a change in control, all outstanding shares including performance-based shares will vest immediately. Amounts are calculated using December 31, 2012 closing price of our stock of $18.25 and performance-based shares are calculated using target amounts.

(9) As of December 31, 2012, the fair market value of our common stock was less than the exercise price for all outstanding stock options for our NEOs and, therefore, the value is shown as $0.

(10) Pension benefits are calculated as the lump-sum walk-away value for those executives eligible for the U.S. Pension Plan. The lump-sum assumption is based on IRS 417(e) interest rates and mortality using a one-year stability period with a two-month look-back period.

2012 Director Compensation

At its June 26, 2012 board meeting, the board of directors approved the compensation for the directors of Tronox. Under the new policy, all non-employees directors are entitled to an annual cash retainer of $75,000 for service on the board of directors payable quarterly in arrears, plus additional cash compensation payable quarterly in arrears as follows:

• The chairman of the board of directors will receive an additional annual retainer of $50,000^*;

• The chairman of the Audit Committee will receive an additional annual retainer of $50,000;

• The chairman of the Human Resources and Compensation Committee will receive an additional annual retainer of $20,000;

• The chairman of each of the Governance Committee, Nominating Committee or another committee established by the board of directors, respectively, will receive an additional annual retainer of $20,000; and

• A committee member of each of the Audit Committee, Human Resources and Compensation Committee, Governance Committee, Nominating Committee or another committee established by the board of directors, respectively, who is not serving as chairman of such committee, will receive an additional annual retainer of $15,000.

Additionally, non-employee directors will be entitled to receive an annual grant of restricted shares under the Tronox Limited Equity Plan with a value equal to $150,000, determined by dividing $150,000 by the average of the ten (10) day closing price for the Company’s shares for the first ten business days in that calendar year and rounding down to the nearest full share. This award will vest ratably over a three year period on the anniversary date of the grant. Awards will be forfeited upon termination except that in the case of a qualified change of control the awards will immediately become vested.

^*  Mr. Casey, as executive Chairman, is compensated per the terms of his employment agreement and does not receive the $50,000 retainer.

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The following table sets forth the total compensation for the year ended December 31, 2012 paid to or earned by our directors during 2012.

DIRECTOR COMPENSATION FOR 2012*

Name	Fees Earned or Paid in Cash ($)		Stock Awards($)(1)		All Other Compensation($)(2)		Total($)
Andrew P. Hines		122,609		149,961		2,895		275,465
Ilan Kaufthal(3)		121,112		149,961		2,895		273,968
Wayne A. Hinman		115,110		149,961		2,895		267,966
Jeffry N. Quinn		92,610		149,961		2,895		245,466
Daniel Blue		63,074		119,506		1,448		184,028
Peter Johnston		35,165		119,506		1,448		156,119
Robert M. Gervis(4)		45,800		0		0		45,800
Logan Armstrong(4)		3,074		0		0		3,074
Wim de Klerk(5)		0		0		0		0
Sipho Nkosi(5)		0		0		0		0

 * Mr. Casey’s compensation is set out in the Summary Compensation Table.

(1) Amounts reported in this column represent the aggregate grant date fair value for restricted shares granted to each director. Each director who was active on June 26, 2012 received a grant of 5,790 shares based on the closing price of June 26, 2012 of $25.90. The grant date fair market value was computed in accordance with the share-based accounting guidance under ASC 718. Messrs. Blue and Johnston were each granted the same 5,790 shares upon their hire but the grant date fair value was computed using the closing price of October 26, 2012 of $20.64.

(2) Amounts in this column represent dividend payments on outstanding restricted shares at the approved dividend rate for all shareholders. For 2012, this rate was $0.25/share post-split.

(3) Mr. Kaufthal received an additional payment of $500,000 from Tronox Inc. for services he performed in the Exxaro transaction.

(4) Mr. Gervis resigned as a director in the second quarter of 2012. Mr. Armstrong only served as a director for one month.

(5) In 2012, Messrs. De Klerk and Nkosi are not directly paid compensation for their service as directors. Instead, Exxaro was paid $20,574 for each of their services. In 2013, Exxaro has approved Messrs. De Klerk and Nkosi participation—long term—equity shares and Messrs. De Klerk and Nkosi were given shares in the same amounts as the other directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information regarding the beneficial ownership of shares of Tronox Limited as of April 1, 2013 by:

• each current director of Tronox Limited;

• the current Chief Executive Officer and each named executive officer;

• all persons currently serving as directors and executive officers of Tronox Limited, as a group; and

• each person known to us to own beneficially 5.0% or more of any class of Tronox Limited’s outstanding shares.

Beneficial ownership and percentage ownership are determined in accordance with the SEC’s rules. To our knowledge, except as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of Tronox Limited shown as beneficially owned by them. The table is based on 64,273,103 Class A Shares and 51,154,280 Class B Shares issued as of April 1, 2013. All information concerning security ownership of certain beneficial owners is based upon filings made by such persons with the SEC or upon information provided by such persons to us. Unless otherwise noted below, the address for each beneficial owner listed in the table below is: c/o Tronox Limited, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901.

Name and Address of Beneficial Owner	Number of Shares of Common Shares Beneficially Owned		% of Class Owned			% of Total Owned
Class B Shares
Exxaro Resources Limited		51,154,280		100.0	%		44.0	%
Roger Dyason Road Pretoria West 0182 South Africa
Total Class B Shares		51,154,280		100.0	%		44.0	%
Class A Shares
5% Owners
Gates Capital Management, Inc.(1)		5,748,829		8.9	%		4.9	%
Entities affiliated with Putnam Investments(2)		4,953,511		7.7	%		4.1	%
Alleghany Corporation(3)		4,250,000		6.6	%		3.6	%
The Vanguard Group(4)		3,532,504		5.5	%		3.0	%
Sankaty Advisors, LLC(5)		3,442,475		5.4	%		2.9	%
Named Executive Officers and Directors
Thomas Casey		747,613		1.2	%		*
Pravindran Trevor Arran		46,887		*			*
Daniel Blue		13,309		*			*
Michael J. Foster		118,495		*			*
Daniel D. Greenwell		52,590		*			*
Andrew P. Hines		57,524		*			*
Wayne A. Hinman		45,924		*			*
Peter Johnston		13,309		*			*
Ilan Kaufthal		60,924		*			*
Wim de Klerk		18,309		*			*
Willem Van Niekerk		49,187		*			*
Sipho Nkosi		13,309		*			*
Jeffry N. Quinn		45,924		*			*
John D. Romano		150,217		*			*
Total Shares Owned by Officers and Directors		1,433,521		2.2	%		1.2	%
Total Class A Shares		64,273,103		100.0	%		56.0	%
Total		115,427,383		N/A			100.0	%

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 * Less than 1.0%

(1) Information regarding Gates Capital Management is based solely on the 13F Holdings Report Initial Filing, filed with the SEC on February 14, 2013 for the calendar year ended December 31, 2012. Gates Capital Management has the sole voting power to vote 5,748,829 of the Class A common shares. The address for Gates Capital Management, Inc. is 1177 Avenue of the Americas, 32nd Floor, New York, NY 10036.

(2) Information regarding Putnam Investments, LLC, Putnam Investment Management, LLC, and Putnam Advisory Company, LLC is based solely on the Amendment to the 13G filed with the SEC on February 14, 2013. Information regarding Putnam Investments, LLC, Putnam Investment Management, LLC, and Putnam Advisory Company, LLC, is based solely on the Amendment to the 13G filed with the SEC on February 14, 2013. The Amendment to Schedule 13G provides that Putnam Investments, LLC wholly owns two registered investment advisers: Putnam Investment Management, LLC, which is the investment adviser to the Putnam family of mutual funds and The Putnam Advisory Company, LLC, which is the investment adviser to Putnam’s institutional clients. Both subsidiaries have depository power over the shares as investment managers, but each of the mutual fund’s trustees have voting power over the shares held by each fund, and The Putnam Advisory Company, LLC has shared voting power over the shares held by the institutional clients. Pursuant to Rule 13d-4, Putnam Investments, LLC declares that the filing of this Schedule 13G shall not be deemed an admission for the purposes of Section 13(d) or 13(g) that it is the beneficial owner of any securities covered by this Schedule 13G, and further states that it does not have any power to vote or dispose of, or direct the voting. The address for Putnam Investments is One Post Office Square, Boston, MA 02109.

(3) Information regarding Alleghany Corporation is based solely on the 13F Holdings Report Initial Filing, filed with the SEC on February 13, 2013 for the calendar year ended December 31, 2012. The address for Alleghany Corporation is 7 Times Square Tower, 17th Floor, New York, NY 10036.

(4) Information regarding the Vanguard Group is based solely on the 13G filed with the SEC on February 11, 2013. The Vanguard Group has the sole power to vote or direct to vote 14,000 of the Company’s Class A shares, the sole power to dispose of or to direct the disposition of 3,522,004 Class A Shares and the shared power to dispose or to direct the disposition of 10,500 Class A Shares. The address of the Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.

(5) Information regarding Sankaty Advisors, LLC is based solely on the 13F Holdings Report Initial Filing, filed with the SEC on February 14, 2013 for the calendar year ended December 31, 2012. Sankaty Advisors, LLC has no voting authority. The address for Sankaty Advisors, LLC is John Hancock Tower, 200 Clarendon Street, Boston, MA 02116.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

Pursuant to its charter, the Audit Committee reviews and approves, as appropriate, related party transactions for potential conflicts of interest.

On June 15, 2012, the date of the Transaction, Tronox Incorporated entered into a definitive agreement with Exxaro and certain of its affiliated companies to acquire 74% of its South African mineral sands operations. On May 4, 2012, Tronox Limited registered Class A Shares to be issued to shareholders of Tronox Incorporated in connection with the completion of the Transaction. On the date of the Transaction, Tronox Limited issued 15,413,083 Class A Shares to shareholders in Tronox Incorporated. In addition, on the date of the Transaction, Tronox Limited issued 9,950,856 Class B Shares to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Immediately following the Transaction, Tronox Incorporated shareholders and Exxaro held approximately 60.8% and 39.2%, respectively, of the voting securities of Tronox Limited. Under the terms of the Transaction agreement, Exxaro agreed that for a three-year period after the completion of the Transaction, it would not engage in any transaction or other action, that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited. At March 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited.

Prior to the Transaction Date, Tronox Incorporated conducted transactions with Exxaro Australia Sands Pty Ltd, Tronox Incorporated’s 50% partner in the Tiwest Joint Venture. Tronox Incorporated purchased, at open market prices, raw materials used in its production of TiO₂, as well as Exxaro Australia Sands Pty Ltd’s share of TiO₂ produced by the Tiwest Joint Venture. Tronox Incorporated also provided administrative services and product research and development activities, which were reimbursed by Exxaro. For the three months ended March 31, 2012, Tronox Incorporated made payments of $83 million and received payments of $7 million related to these transactions. For the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, Tronox Incorporated made payments of $173 million, $316 million, $44 million and $109 million, respectively, and received payments of $9 million, $8 million, less than $1 million and $2 million, respectively. Subsequent to the Transaction Date, such transactions are considered intercompany transactions and are eliminated in consolidation.

Subsequent to the Transaction, the Company purchases transition services from Exxaro. During the three months ended March 31, 2013, the Company purchased transition services from Exxaro, which amounted to $1 million. During 2012, the Company purchased transition services from Exxaro, which amounted to $7 million.

At March 31, 2013, the Company had a receivable from Exxaro of $1 million related to payments made by Tronox on Exxaro’s behalf.

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DESCRIPTION OF OTHER INDEBTEDNESS

The following is a summary of certain provisions of the instruments evidencing our material indebtedness. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the agreements, including the definitions of certain terms therein that are not otherwise defined in this prospectus.

Term Loan

On March 19, 2013, Tronox Pigments (Netherlands) B.V., Tronox Limited, and certain subsidiaries of Tronox Limited named as guarantors, entered into an Amended and Restated Credit and Guaranty Agreement with Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents. Pursuant to the Amended and Restated Credit Agreement, the Company obtained a $1.5 billion senior secured term loan (the “Term Loan”), which matures in March 2020. The terms of the Amended and Restated Credit Agreement are substantially similar to the Company’s prior Term Facility, except as otherwise described under “—Debt Covenants.” The Term Loan was issued net of an original issue discount of $7 million, or 0.5% of the principal balance. In connection with obtaining the Term Loan, the Company incurred debt issuance costs of $28 million.

In accordance with ASC 470, the outstanding principal balance of the Senior Secured Term Loan of $547 million, which became part of the Term Loan, was accounted for as a debt modification. As such, the unamortized original issue discount of $5 million and debt issuance costs of $11 million related to the Term Facility will continue to be amortized over the life of the Term Loan.

The Term Loan bears interest at a base rate plus the applicable margin of 2.5% per annum, or adjusted Eurodollar rate plus the applicable margin of 3.5% per annum. The base rate is defined as the greater of (i) the prime lending rate as quoted in the print edition of The Wall Street Journal or (ii) the Federal Funds Effective rate in effect on such day plusone half of 1%; provided, however, that the Base Rate is not less than 2% per annum.

UBS Revolver

On June 18, 2012, we entered into the UBS Revolver. The UBS Revolver provides us with a committed source of capital with a principal borrowing amount of up to $300 million, subject to a borrowing base. In addition, the UBS Revolver includes an uncommitted incremental facility of $200 million.

The UBS Revolver bears interest at the Company’s option at either (i) the greater of (a) the lenders’ prime rate rate, (b) the Federal funds effective rate plus 0.50% and (c) the adjusted LIBOR for a one-month period plus 1.00%) or (ii) the adjusted LIBOR rate, in each case plus the applicable margin. The applicable margin ranges from 1.50% to 2.00% for borrowings at the adjusted LIBOR rate, and from 0.50% to 1.00% for borrowings of the alternate base rate, based upon the average daily borrowing availability during a given period. For the first six months following the closing date, the applicable margins shall be deemed to be 1.75% for borrowings at the adjusted LIBOR rate and 0.75% for borrowings at the alternate base rate.

ABSA Revolver

In connection with the Transaction, the Company entered into the R900 million (approximately $98 million as of March 31, 2013) ABSA Revolver. In connection with obtaining the ABSA Revolver, the Company incurred debt issuance costs of $1 million.

The ABSA Revolver bears interest at (i) the base rate (defined as one month JIBAR, which is the mid-market rate for deposits in South African Rand for a period equal to the relevant period which appears on the Reuters Screen SAFEY Page alongside the capital YLD) as of 11h00 Johannesburg time on the first day of the applicable period, plus (ii) the Margin, which is 3.50%.

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Debt Covenants

At March 31, 2013, the Company had financial covenants in the UBS Revolver, the ABSA Revolver and the Term Loan.

The terms of the Amended and Restated Credit Agreement are substantially similar to the Company’s prior Credit and Guaranty Agreement with Goldman Sachs Bank USA, dated February 8, 2012, except that the Amended and Restated Credit Agreement (i) eliminates financial maintenance covenants (ii) permits, subject to certain conditions, incurrence of additional senior secured debt up to a leverage ratio of 2:1, (iii) increases the Company’s ability to incur debt in connection with permitted acquisitions and its ability to incur unsecured debt, and (iv) allows for the payment of a $0.25 per share dividend each fiscal quarter . Otherwise, the terms of the Amended and Restated Credit Agreement provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) disposition of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders.

The Term Facility and the UBS Revolver are subject to an intercreditor agreement pursuant to which the lenders’ respective rights and interests in the security are set forth. At March 31, 2013, only the ABSA Revolver had a financial maintenance covenant. The Company was in compliance with its financial covenants at March 31, 2013.

The Company has pledged the majority of our U.S. assets and certain assets of its non-U.S. subsidiaries in support of its outstanding debt.

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DESCRIPTION OF NOTES

General

In this description, references to the Notes are to the Exchange Notes, unless the context otherwise requires. As used below in this “Description of Notes,” the terms “we,” “us,” “our” or similar terms refer to Tronox Limited and its consolidated Subsidiaries, and the term “Parent” refers only to Tronox Limited and not to any of its Subsidiaries.

The Old Notes were issued and the Exchange Notes will be issued under an indenture (the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material terms of the Indenture. It does not, however, restate the Indenture in its entirety. You should read the Indenture because it contains additional information and because it and not this description defines your rights as a Holder of the Notes. Copies of the Indenture are available as described under “Where You Can Find More Information.” The definitions of certain other terms used in this description are set forth throughout the text or under “—Certain Definitions.”

Brief Description of the Notes and the Note Guarantees

The Notes

The Notes:

• will be general unsecured obligations of the Issuer;

• will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of the Issuer;

• will be senior in right of payment to any existing and future subordinated Indebtedness of the Issuer;

• will be effectively subordinated to all existing and future secured Indebtedness of the Issuer, to the extent of the assets securing such Indebtedness; and

• will be structurally subordinated to all existing and future Indebtedness and other liabilities of the Parent’s non-guarantor Subsidiaries.

The Note Guarantees

The Notes will be guaranteed by the Parent and all of the Subsidiaries of the Parent that guarantee any obligations under the Credit Facilities on the Issue Date. The Indenture requires Restricted Subsidiaries that Incur or Guarantee any Indebtedness under certain Credit Facilities to become Guarantors of the Notes, other than Excluded Entities. See “—Additional Note Guarantees.”

Each Note Guarantee:

• will be a general unsecured obligation of that Guarantor;

• will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of that Guarantor;

• will be senior in right of payment to any existing and future subordinated Indebtedness of that Guarantor; and

• will be effectively subordinated to all existing and future secured Indebtedness of such Guarantor, to the extent of the assets securing such Indebtedness.

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Not all of the Parent’s Subsidiaries will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, such non-guarantor Subsidiaries will pay the holders of their debt, their trade creditors and all other obligations before they will be able to distribute any of their assets to their Guarantor parent. See Note 23 of Notes to Unaudited Condensed Consolidated Financial Statements and Note 27 of Notes to Consolidated Financial Statements for additional information.

At March 31, 2013:

• we had approximately $2,411 million of total indebtedness outstanding (including the Exchange Notes and including $12 million of original issue discount in connection with the $1,500 million Term Loan (the “Term Loan”), which were carried at $1,488 million on our balance sheet), none of which would have been subordinated to the Exchange Notes;

• we had approximately $1,497 million of secured indebtedness, all of which has been borrowed under the Term Loan (not including (i) availability of $275 million under the global senior secured asset-based syndicated revolving credit agreement with UBS AG (the “UBS Revolver”) (which excludes a $25 million issued letter of credit and an uncommitted incremental facility of $200 million), and (ii) an uncommitted incremental facility of $200 million under the Term Loan, all of which would be secured if borrowed), to which the notes would have been effectively subordinated to the extent of the value of the collateral securing such indebtedness; and

• we had availability of approximately R900 million (approximately $98 million) under the ABSA Revolver, which was structurally senior to the Notes.

As of March 31, 2013, our liabilities reflected on our consolidated balance sheet, including indebtedness and other liabilities such as trade payables and accrued expenses (but excluding the Exchange Notes), were approximately $2,799 million.

For the three months ended March 31, 2013, after giving effect to the Transaction (which does not include the offering of the Notes):

• the Issuer and the guarantors would have represented approximately 63% of our total consolidated income from operations and 65% of our total consolidated net sales; and

In addition, at March 31, 2013, our non-guarantor subsidiaries had $1,937 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the Notes.

Principal, Maturity and Interest

The Issuer is offering $900 million aggregate principal amount of the Notes, which will mature on August 15, 2020. Subject to compliance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock,” the Issuer can issue additional Notes from time to time in the future as part of the same series without consent from Holders of the Notes under the Indenture (the “Additional Notes”). Any Additional Notes that the Issuer issues in the future will be identical in all respects to the Notes offered hereby and will be treated as a single class for all purposes of the Indenture, including with respect to waivers, amendments, redemptions and Offers to Purchase, except that Notes issued in the future may have different issuance prices and will have different issuance dates. However, in order for any Additional Notes to have the same CUSIP number as the Notes, such Additional Notes must be fungible with the Notes for United States federal income tax purposes. Unless the context otherwise requires, references to the “Notes” for all purposes under the Indenture and in this “Description of Notes” include any Additional Notes that are issued. The Issuer will issue Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

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The Notes will bear interest at the rate per annum shown on the cover page of this offering memorandum from the Issue Date, or from the most recent date to which interest has been paid or provided for, payable semiannually on February 15 and August 15 of each year, commencing February 15, 2013, to holders of record at the close of business on the immediately preceding February 1 and August 1, respectively. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Interest on overdue principal and interest will accrue at a rate that is 1 % higher than the then-applicable interest rate on the Notes. In no event will the rate of interest on the Notes be higher than the maximum rate permitted by applicable law.

Methods of Receiving Payment on the Notes

The Notes will initially be issued as Global Notes (as defined below) registered in the name of or held by the Depository Trust Company (“DTC”) or its nominee and therefor payments with respect thereto will be made by wire transfer of immediately available funds to the account specified by DTC.

Paying Agent and Registrar for the Notes

The Trustee will initially act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders, and the Issuer or any of the Parent’s Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the provisions of the Indenture. The registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer will not be required to transfer or exchange any Note selected for redemption. Also, the Issuer will not be required to transfer or exchange any Note for a period of 15 days before a selection of notes to be redeemed.

Optional Redemption

At any time prior to August 15, 2015, the Issuer may redeem all or part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and Additional Interest, if any, thereon up to, but excluding, the date of redemption (subject to the rights of Holders of Notes on a relevant record date to receive interest due on an interest payment date that occurs prior to the redemption date).

The Notes (including any Additional Notes) will be redeemable at the option of the Issuer, in whole or in part, at any time on or after August 15, 2015 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, thereon up to, but excluding, the applicable redemption date (subject to the rights of Holders of Notes on a relevant record date to receive interest due on an interest payment date that occurs prior to the redemption date), if redeemed during the twelve-month period beginning on September 1 of the years indicated below:

Year	Percentage
2015		104.781	%
2016		103.188	%
2017		101.594	%
2018 and thereafter		100.00	%

Notwithstanding the foregoing, at any time prior to August 15, 2015, the Issuer may, at its option on any one or more occasions, redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal

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amount of Notes issued under the Indenture (including any Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106.375% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, thereon up to, but excluding, the redemption date (subject to the rights of Holders of Notes on a relevant record date to receive interest due on an interest payment date that occurs prior to the redemption date), with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer or its Affiliates); and

(2) the redemption must occur within 45 days of the date of the closing of such Equity Offering.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase the Notes as described under the captions “—Change of Control” and “—Certain Covenants—Limitation on Asset Sales.” The Issuer, the Parent and its Restricted Subsidiaries, may at any time and from time to time purchase Notes in the open market or otherwise.

Redemption for Taxation Reasons

The Issuer may redeem the Notes in whole, but not in part, at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts (as defined below under “Withholding Taxes”), if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuer determines in good faith that, as a result of:

(i) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Tax Jurisdiction (as defined below) affecting taxation; or

(ii) any change in the official application, administration or written interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

the Issuer or any Guarantor (including any successor entity) with respect to the Guarantee, as the case may be, is, or on the next interest payment date in respect of the Notes would be, required to pay more than de minimis Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to the Issuer or such Guarantor (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable or, where such payment method would be reasonable under the circumstances, payment through another Guarantor or the Issuer). Such Change in Tax Law must not be publicly announced before and become effective after the Issue Date (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date on which such Tax Jurisdiction became a Tax Jurisdiction under the Indenture). Notice of redemption for taxation reasons will be published in accordance with the procedures described under “Selection and Notice.” Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Issuer or Guarantor would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing and reasonably satisfactory to the Trustee to the effect that the Issuer or Guarantor, as the case may be, is or will become obligated to pay

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Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Withholding Taxes

All payments made under or with respect to the Notes (whether or not in the form of Certificated Notes) or the Note Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by applicable law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Issuer or any Guarantor (including any successor entity) is then incorporated, organized, engaged in business or resident for tax purposes, or any political subdivision thereof or therein, or (ii) any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Issuer or any Guarantor under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the applicable Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:

(1) any Taxes that would not have been imposed but for the Holder of the Notes or beneficial owner of the Notes being a citizen or resident or national of, being incorporated or organized in or carrying on a business in, maintaining a permanent establishment in, or being physically present in, the relevant Tax Jurisdiction in which such Taxes are imposed, or due to the existence of any other present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Tax Jurisdiction (but not including, in each case, any connection arising from the mere receipt, ownership, holding or disposition of any Note or Note Guarantee, or by reason of the receipt of any payments in respect of any Note or Note Guarantee, or the exercise or enforcement of rights under any Note or any Note Guarantee);

(2) any Taxes that are imposed or withheld as a result of the failure of the Holder of the Notes or beneficial owner of any Note to comply with any reasonable written request, made to it in writing at a time that would enable it acting reasonably to comply with such request and, in any event, at least 60 days before any withholding or deduction of such Taxes would be required, by the Issuer or applicable Guarantor to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to any exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction, but, in each case, only to the extent it is legally entitled to do so;

(3) any Taxes imposed or withheld as a result of the presentation of any Note for payment (where Notes are in the form of Certificated Notes and presentation is required) more than 30 days after the relevant payment is first made available to the Holder (except to the extent that the Holder or beneficial owner of Notes would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);

(4) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;

(5) any Taxes withheld or deducted from a payment to an individual as required pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN

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Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any Taxes imposed or withheld as a result of the presentation of any Note for payment by or on behalf of a Holder of Notes or beneficial owner of Notes who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union;

(7) any Taxes payable other than by deduction or withholding from payments under or with respect to the Note; or

(8) any combination of items (1) through (7) above.

In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the Holders for any present or future stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies or Taxes, which are levied by any Tax Jurisdiction (other than the United States or any political subdivision thereof) on the execution, delivery, issuance, registration or enforcement of any of the Notes, the Indenture or the Note Guarantees or any other document or instrument referred to therein or the consummation of the transactions contemplated thereby or the receipt of any payments with respect thereto (other than a transfer of the Notes following the initial resale of the Notes by the Initial Purchasers).

If the Issuer or any Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or such Guarantor will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or applicable Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.

The Issuer or applicable Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Issuer or applicable Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law. The Issuer or applicable Guarantor will provide to the Trustee an official receipt or, if official receipts are not obtainable after the use of reasonable efforts, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee to the Holders of the Notes.

Whenever in the Indenture or in this “Description of Notes” there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or Note Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The above obligations will survive any termination, defeasance or discharge of the Indenture and any transfer by a Holder or beneficial owner of its Notes. The above obligations will also apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer, Parent or any Guarantor is incorporated, organized, engaged in business or resident for tax purposes and any jurisdiction from or through which any payment under or with respect to the Notes or Note Guarantees is made by or on behalf of such Person, including any political subdivision thereof or therein.

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Selection and Notice

If less than all of the Notes issued under the Indenture are to be redeemed at any time, the selection of Notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee deems fair and appropriate, subject to applicable procedures of the Depository Trust Company (the “Applicable Procedures”); provided that no Notes of $2,000 or less will be redeemed in part. Notices of redemption will be mailed by first-class mail or otherwise delivered in accordance with the Applicable Procedures, at least 30 but not more than 60 days before the redemption date, to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Issuer defaults in payment of the redemption price, interest will cease to accrue on Notes or portions thereof called for redemption.

Any notice of redemption may be given prior to the completion of any event or transaction related to such redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including in the case of any Equity Offering, completion of such Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

The Note Guarantees

General

The Guarantors will agree to jointly and severally guarantee the due and punctual payment of all amounts payable under the Notes, including principal, premium, if any, and interest (including Additional Interest, if any). The Indenture requires Restricted Subsidiaries that Incur or Guarantee any Indebtedness under certain Credit Facilities to become Guarantors of the Notes, other than Excluded Entities. See “—Additional Note Guarantees.”

The Indenture will limit the obligations of each Guarantor under its Note Guarantee to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor by law or without resulting in its obligations under its Note Guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, or under similar laws affecting the rights of creditors generally.

We cannot assure you that this limitation will protect the Note Guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the Note Guarantees would suffice, if necessary, to pay the Notes in full when due. In a recent Florida bankruptcy case, this kind of provision was found to be unenforceable and, as a result, the subsidiary guarantees in that case were found to be fraudulent conveyances. We do not know if that case will be followed if there is litigation on this point under the Indenture. However, if it is followed, the risk that the Note Guarantees will be found to be fraudulent conveyances will be significantly increased. See “Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the notes or the guarantees and, if that occurs, you may not receive any payments on the notes.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor (or a Person that, upon such consolidation or merger, shall become a Guarantor), unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists that would be caused thereby; and

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(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and the Indenture pursuant to a supplemental indenture executed and delivered to the Trustee and under the Registration Rights Agreement; or

(b) the Net Available Cash, if any, of such sale or other disposition is applied in accordance with the applicable provisions of the Indenture.

Release of the Note Guarantees

A Note Guarantee of a Guarantor will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect):

(a) in connection with any sale or other disposition (including by merger, liquidation or otherwise) of (i) Capital Stock of the Guarantor after which such Guarantor is no longer a Subsidiary of the Parent, or (ii) of all or substantially all of the assets of such Guarantor, which sale or other disposition complies with the applicable provisions of the Indenture and all the obligations (other than contingent obligations) of such Guarantor in respect of all other Indebtedness of the Parent or the Guarantors terminate upon consummation of such transaction;

(b) if the Parent properly designates the Guarantor as an Unrestricted Subsidiary under the Indenture;

(c) solely in the case of a Note Guarantee created pursuant to the covenant described under “—Certain Covenants—Additional Note Guarantees,” upon the release or discharge of the Note Guarantee or Incurrence of Indebtedness that resulted in the creation of such Note Guarantee pursuant to that covenant, except a discharge or release by or as a result of payment under such Guarantee;

(d) upon a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture, in each case which complies with the applicable provisions of the Indenture;

(e) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under the Indenture and the Notes then due and owing;

(f) as discussed under “—Amendments and Waiver”; or

(g) in the case of any Guarantor which is also a guarantor under the Credit Facilities, upon the release of such guarantee under the Credit Facilities (which release under the Credit Facilities may be conditioned upon the concurrent release of the Note Guarantee hereunder).

Upon any occurrence giving rise to a release of a Note Guarantee as specified above, the Trustee will execute any documents reasonably required as requested by the Issuer in order to evidence or effect such release, termination and discharge in respect of such Note Guarantee. None of the Issuer, any Guarantor or the Trustee will be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge.

Change of Control

Unless the Issuer has previously or concurrently delivered a redemption notice with respect to all the outstanding Notes as described under “—Optional Redemption,” within ten days following any Change of Control Triggering Event, the Issuer will mail a notice to each holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase all Notes then outstanding pursuant to an Offer to Purchase (a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, thereon, up to, but excluding, the date of repurchase (subject to the rights of Holders

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of Notes on a relevant record date to receive interest due on an interest payment date that occurs prior to the repurchase date) on a certain date (the “Change of Control Payment Date”) specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. The Issuer must commence such Change of Control Offer within 30 days of the occurrence of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Issuer’s compliance with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the trustee the Notes so accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.

The paying agent will promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture will not contain provisions that permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

In the event that holders of not less than 90% of the aggregate principal amount of the outstanding notes accept a Change of Control Offer and the Issuer purchases all of the Notes held by such holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Parent and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Issuer to repurchase Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Parent and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken as a whole, to another Person or group may be uncertain.

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“Ratings Event” means (x) a downgrade by one or more gradations (including gradations within ratings categories as well as between rating categories) or withdrawal of the rating of the Notes within the Ratings Decline Period by one or more Rating Agencies (unless the applicable Rating Agency shall have put forth a written statement to the effect that such downgrade is not attributable in whole or in part to the applicable Change of Control) and (y) the Notes do not have an Investment Grade Rating from either Rating Agency.

“Change of Control Triggering Event” means (i) during a Suspension Period, the occurrence of both a Change of Control and a Ratings Event and (ii) at any time other than during a Suspension Period, the occurrence of a Change of Control; provided, that solely for purposes of determining whether a Suspension Period is occurring with respect to the definition of Change of Control Triggering Event, a Covenant Suspension Event shall be any period of time that (i) the Notes have an Investment Grade Rating from at least one Rating Agency and (ii) no Default has occurred and is continuing under the Indenture.

“Ratings Decline Period” means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.

The Credit Agreements limit, and future credit agreements or other agreements to which the Parent or any Subsidiary becomes a party may prohibit or limit, the Issuer from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing the Notes, the borrowers under the Credit Agreements could seek the consent of their lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the applicable borrowers do not obtain such consent or repay or refinance such borrowings, the Issuer will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture, which, in turn, may constitute a default under such other agreements. The Credit Agreements provide that certain change of control events with respect to the Parent would constitute a default thereunder (including a Change of Control under the Indenture). If the Parent experiences a change of control that triggers a default under the Credit Agreements, the borrowers under the Credit Agreements could seek a waiver of such default or seek to refinance the Credit Agreements. In the event the applicable borrowers do not obtain such a waiver or refinance the Credit Agreements, such default could result in amounts outstanding under the Credit Agreements being declared due and payable.

The Issuer’s ability to pay cash to the Holders of the Notes following the occurrence of a Change of Control Triggering Event may be limited by the Issuer’s then-existing financial resources. Sufficient funds may not be available when necessary to make any required repurchases. See “Risk Factors—Risks Related to the Notes—We may not be able to repurchase the notes upon a change of control.”

The Change of Control provisions of the Indenture may in certain circumstances make it more difficult or discourage a sale or takeover of the Parent and, thus, the removal of incumbent management. The Change of Control provisions of the Indenture are a result of negotiations between the Initial Purchasers and the Issuer. As of the Issue Date, the Parent has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Parent could decide to do so in the future. Subject to the limitations discussed below, the Parent could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the Parent’s capital structure or credit ratings. Restrictions on the Parent’s ability to Incur additional Indebtedness are contained in the covenants described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” and “Certain Covenants—Limitation on Liens.” Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

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The definition of Change of Control excludes certain sales or takeovers by one or more Permitted Holders. The Issuer will not be required to make an Offer to Purchase upon a Change of Control Triggering Event in the event of such sales or takeovers involving a Permitted Holder.

The provisions of the Indenture relating to the Issuer’s obligation to make an Offer to Purchase upon a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the Notes. See “—Amendments and Waiver.”

Certain Covenants

The Indenture will contain certain covenants, including, among others, the following:

Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock

The Parent will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness (including the issuance of any shares of Disqualified Stock of the Parent or of Disqualified Stock or Preferred Stock by Restricted Subsidiaries); provided, however, that the Parent or any Restricted Subsidiary may Incur Indebtedness (including the issuance of any shares of Disqualified Stock of the Parent and of Disqualified Stock or Preferred Stock of any Restricted Subsidiary) if the Fixed Charge Coverage Ratio on a consolidated basis for the Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness (including the issuance of Disqualified Stock or Preferred Stock) is Incurred would be at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the Incurrence by the Parent or any Restricted Subsidiary of:

(a) additional (i) revolving credit Indebtedness and letters of credit under the ABL Facility and (ii) Indebtedness and letters of credit under an Alternative Facility (including in each case, without limitation, the Incurrence by the Guarantors of Guarantees thereof) in an aggregate principal amount at any one time outstanding under this clause (1)(a) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $500 million or (ii) the amount of the Borrowing Base as of the date of such Incurrence; and

(b) additional Indebtedness and letters of credit under the Senior Secured Term Loan Facility and/or any Alternative Facility (including, without limitation, the Incurrence by the Guarantors of Guarantees thereof) in an aggregate principal amount at any one time outstanding under this clause (1)(b) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent and its Restricted Subsidiaries thereunder) not to exceed $900 million;

(2) the Incurrence of Existing Indebtedness;

(3) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes (other than Additional Notes) and the Exchange Notes in respect thereof and the related Note Guarantees;

(4) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price, cost of design or cost of construction, installation, maintenance, upgrade or improvement of property (real or personal, or movable or immovable), plant or equipment used in the business of the

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Parent or such Restricted Subsidiary (including any reasonably related fees or expenses Incurred in connection with such acquisition, construction or improvement), whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate amount, including all Indebtedness Incurred to extend the maturity of, refund, refinance, renew, defease, discharge or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed the greater of (a) $100 million and (b) 3% of the Consolidated Net Tangible Assets of the Parent at any one time outstanding;

(5) the Incurrence by the Parent or any Restricted Subsidiary of Permitted Refinancing Indebtedness (including Disqualified Stock or Preferred Stock) in exchange for, or the net cash proceeds of which are used to extend the maturity of, refund, refinance, renew, defease, discharge or replace, Indebtedness (including Disqualified Stock or Preferred Stock) that was permitted by the Indenture to be Incurred or issued under the first paragraph of this covenant or clauses (2), (3), (5) or (16) of this paragraph, including any additional Indebtedness (including the issuance of Disqualified Stock or Preferred Stock) Incurred, to pay premiums (including tender premiums) and original issue discount, expenses, defeasance costs and fees in connection therewith;

(6) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness owing to and held by the Parent or any Restricted Subsidiary; provided, however, that:

(a) if the Parent, the Issuer or any Restricted Subsidiary of the Parent that is a Guarantor is the obligor on such Indebtedness and the payee is not the Parent, the Issuer or such Restricted Subsidiary, such Indebtedness must be unsecured and expressly subordinated in right of payment to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and

(b) any event that results in any such Indebtedness being held by a Person other than the Parent or a Restricted Subsidiary (except for any pledge of such Indebtedness constituting a Permitted Lien until the pledgee commences actions to foreclose on such Indebtedness) will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) shares of Preferred Stock of a Restricted Subsidiary issued to the Parent or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Equity Interests or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Parent or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (7);

(8) the Guarantee by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or a Restricted Subsidiary that was permitted to be Incurred by another provision of this covenant; provided that if the Indebtedness being Guaranteed is subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness Guaranteed;

(9) the Incurrence by the Parent or any Restricted Subsidiary of Hedging Obligations that are Incurred in the ordinary course of business or Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes (it being understood that Hedging Obligations Incurred for the purpose of fixing, hedging or swapping foreign currency exchange rate risk shall not be deemed to be for speculative purposes);

(10) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, or Guarantees or letters of credit, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Parent or any Restricted Subsidiary pursuant to such agreements, in any case Incurred or assumed (i) in connection with the

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disposition or acquisition of any business, assets or Capital Stock held by a Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock held by a Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Parent or any Restricted Subsidiary in connection with such disposition or (ii) in the ordinary course of business;

(11) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness arising from (i) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds and related liabilities arising from treasury, depository and cash management services in the ordinary course of business (including intraday cash management lines relating thereto), provided, however, that such Indebtedness is extinguished within 30 Business Days of its Incurrence; (ii) bankers’ acceptances; and (iii) treasury, depository, cash management, cash pooling or netting or setting-off arrangements (including commercial credit card and merchant card services);

(12) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance or similar requirements, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 Business Days following such drawing or Incurrence;

(13) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes as described under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge”;

(14) Indebtedness (including Disqualified Stock) of the Parent or Indebtedness (including Disqualified Stock or Preferred Stock) of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, including all Permitted Refinancing Indebtedness Incurred to extend the maturity of, refund, refinance, renew, defease, discharge or replace any Indebtedness Incurred pursuant to this clause (14), not to exceed the greater of (i) $200 million and (ii) 4% of Consolidated Net Tangible Assets, at any one time outstanding;

(15) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(16) the Incurrence of Acquired Indebtedness; provided that after giving effect to such acquisition or merger, either:

(a) the Parent would be permitted to Incur at least $1.00 of additional Indebtedness under the first paragraph of this covenant; or

(b) the Fixed Charge Coverage Ratio of the Parent and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger;

(17) Indebtedness consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Parent or any of its Subsidiaries uses or sells in the ordinary course of business;

(18) Indebtedness consisting of the financing of insurance premiums;

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(19) Indebtedness consisting of guarantees Incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business;

(20) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(21) Indebtedness consisting of Indebtedness issued by the Parent or a Restricted Subsidiary of the Parent to future, current or former employees, directors and consultants thereof, or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Parent to the extent described in clause (6) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”;

(22) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, Joint Ventures of the Parent or any Restricted Subsidiary not to exceed, at any one time outstanding, the greater of (i) $100 million and (ii) 2% of the Consolidated Net Tangible Assets of the Parent and any Indebtedness to exchange, extend, refinance, renew, replace, defease or refund such Indebtedness originally Incurred pursuant to clause (ii) of this subsection (22), provided that any such Indebtedness until reclassified in accordance with the Indenture shall remain Incurred pursuant to this clause (22) prior to its maturity;

(23) Indebtedness Incurred by the Parent or any Restricted Subsidiary of up to $25 million relating to funding of contributions to the foreign pension plans;

(24) Indebtedness which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations Incurred in connection with any judgment not constituting an Event of Default; and

(25) letters of credit issued for ordinary course of business purposes in an aggregate principal face amount not to exceed $35 million outstanding at any time.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, (including Disqualified Stock or Preferred Stock) (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (25) above or is entitled to be Incurred or issued pursuant to the first paragraph of this covenant, the Parent will, in its sole discretion, classify such item of Indebtedness (including Disqualified Stock or Preferred Stock) and may divide and classify such Indebtedness (including Disqualified Stock or Preferred Stock) in more than one of the categories of Permitted Debt described in clauses (1) through (25) above and/or the first paragraph of this covenant, and may later reclassify such item into any one or more of such categories or such paragraph (provided that at the time of reclassification it meets the criteria in such category or categories or such paragraph). In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded so long as it is permitted to be Incurred by the Person or Persons Incurring such obligation. Notwithstanding the foregoing, Indebtedness under Credit Facilities incurred pursuant to clause (1) above or any refinancing thereof that is secured by a Lien will, at all times, be deemed to have been Incurred in reliance on the exception provided by clause (1) above.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness (including Disqualified Stock or Preferred Stock) of the same class, and the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles will not be deemed to be an Incurrence of Indebtedness or a creation or allowance of a Lien with respect thereto.

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this section any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this section) arising

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under any Note Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Note Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness.

Notwithstanding the foregoing, but except as expressly permitted hereunder, the Parent will not, and will not permit the Issuer or any other Guarantor to, Incur any Indebtedness that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Parent, the Issuer or of such other Guarantor, as the case may be, unless such Indebtedness is also by its terms made subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as applicable, to at least the same extent as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Parent, the Issuer or such other Guarantor, as the case may be.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred (or first committed, in the case of revolving credit debt) and at the Issuer’s election, the date of reclassification; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The maximum amount of Indebtedness that the Parent or any Restricted Subsidiary may Incur pursuant to this covenant will not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies.

Limitation on Restricted Payments

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make a Restricted Payment unless, at the time of and after giving pro forma effect to the proposed Restricted Payment:

(1) no Default or Event of Default shall have occurred and be continuing or would be caused thereby;

(2) the Parent could Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent and the Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (9), (13)(a), and (14) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income on a cumulative basis during the period (taken as one accounting period) beginning on July 1, 2012 and ending on the last day of the Parent’s last fiscal quarter ending prior to the date of such proposed Restricted Payment for which internal financial statements are available (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds or property received by the Parent after the date of the Indenture as a contribution to its equity capital or from the issue or sale of Equity Interests (other

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than Disqualified Stock) of the Parent and the amount of reduction of Indebtedness of the Parent or its Restricted Subsidiaries that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Parent); provided that for purposes of determining the Fair Market Value of property received (other than of any asset with a public trading market) in excess of $50 million, such Fair Market Value shall be determined by an Independent Financial Advisor, which determination shall be evidenced by an opinion addressed to the Parent and delivered to the Trustee, plus

(c) 100% of the amount by which Indebtedness or Disqualified Stock Incurred or issued subsequent to date of the Indenture is reduced on the Parent’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) into Equity Interests other than Disqualified Stock (less the amount of any cash distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange); provided that such amount shall not exceed the aggregate net cash proceeds received by the Parent or any Restricted Subsidiary after the date of the Indenture from the issuance and sale (other than to a Subsidiary of the Parent) of such Indebtedness or Disqualified Stock; plus

(d) to the extent not included in the calculation of the Consolidated Net Income referred to in (a), an amount equal to, without duplication: (i) 100% of the aggregate net proceeds (including the Fair Market Value of assets) received by the Parent or any Restricted Subsidiary upon the sale or other disposition of any Investment (other than a Permitted Investment) made by the Parent or any Restricted Subsidiary since the date of the Indenture; plus (ii) the net reduction in Investments (other than Permitted Investments) in any Person resulting from dividends, repayments of loans or advances or other transfers of assets subsequent to the date of the Indenture, in each case to the Parent or any Restricted Subsidiary from such Person (including by way of such Person becoming a Restricted Subsidiary); plus (iii) if the sum of clauses (a), (b), (c) and (d) was reduced as the result of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the portion (proportionate to the Parent’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is re-designated, or liquidated or merged into, a Restricted Subsidiary.

The preceding provisions will not prohibit (provided, in the case of clauses (7) and (8) below, that no Default or Event of Default has occurred and is continuing or would be caused thereby):

(1) the payment of any dividend or distribution within 90 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture, and the redemption of any Indebtedness that is subordinated in right of payment to the Notes or any Note Guarantees within 60 days after the date on which notice of such redemption was given, if at said date of the giving of such notice, such redemption would have complied with the provisions of the Indenture;

(2) the payment of any dividend by a Restricted Subsidiary to the holders of a class of its Equity Interests on a pro rata basis;

(3) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes or the Note Guarantees in exchange for or with the net cash proceeds from a substantially concurrent Incurrence (other than to a Subsidiary of the Parent) of, Permitted Refinancing Indebtedness;

(4) the redemption, repurchase, defeasance or other acquisition or retirement for value of Preferred Stock of the Parent or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Parent or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” above;

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(5) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants to the extent that such Capital Stock represents all or a portion of the exercise price thereof and applicable withholding taxes, if any;

(6) payments of cash, dividends, distributions, advances or other Restricted Payments by the Parent or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person;

(7) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent held by any future, current or former employee, director, officer or consultant of the Parent (or any Restricted Subsidiary) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5 million (with unused amounts in any calendar year being carried over to the next two succeeding calendar years);

(8) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Parent or any Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, in each case issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock,” and provided that such dividends constitute “Fixed Charges”;

(9) other Restricted Payments in an aggregate amount not to exceed $150 million pursuant to this clause (9);

(10) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Parent or any Restricted Subsidiary issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(11) the repurchase, redemption or other acquisition or retirement for value of any subordinated Indebtedness pursuant to the provisions similar to those described under “—Change of Control” and “—Certain Covenants-Limitation on Asset Sales”; provided that all Notes tendered by Holders of the Notes in connection with an Offer to Purchase in the event of a Change of Control or with respect to an Asset Sale have been repurchased, redeemed or acquired for value;

(12) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Parent and its Restricted Subsidiaries, taken as a whole, that complies with the covenant described under “—Merger, Consolidation or Sale of Assets”;

(13) the payment of cash dividends on the Parent’s Common Stock (a) in an annual amount not to exceed 6% of the net cash proceeds received by or contributed to the Parent from any public offering of Equity Interests, other than public offerings with respect to the Parent’s Common Stock registered on Form S-8 (or any successor form), and (b) in the aggregate amount per fiscal quarter not to exceed $0.25 per share for each share of common stock of the Parent outstanding as of the record date for dividends payable in respect of such fiscal quarter (as such amount shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, stock consolidations and similar transactions);

(14) the declaration or payment of cash dividends on the Parent’s Common Stock or repurchases of the Parent’s Common Stock at one time or from time to time in an aggregate amount not to exceed the sum of (x) $850 million plus (y) the amount by which Indebtedness outstanding under clause (1)(b) of the covenant under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” exceeds $700 million (the “Additional Term Loan Debt”) on the date of the declaration of such cash dividend or repurchase, minus, in each case, the amount of any prior cash dividend or repurchase funded with such Additional Term Loan Debt after the Issue Date; provided that, in the case of cash dividends or repurchases made pursuant to this clause 14(y), the

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payment of such cash dividends or repurchases is funded with such Additional Term Loan Debt; provided, further, that no cash dividends or repurchases shall be declared, paid or made pursuant to this clause (14) after the eighteenth full month following the Issue Date;

(15) the declaration or payment of distributions or dividends, as applicable, by any Restricted Subsidiary to, or the making of loans to, any direct or indirect parent of the Issuer, including the Parent (or, solely in the case of clause (b) below, to an Affiliate of the Parent that is the common parent of a consolidated, combined or unitary group including the Parent or any Restricted Subsidiary, as applicable, for the purpose of income tax liabilities under the laws of its jurisdiction of organization), in amounts required for any such direct or indirect parents (or such Affiliates) to pay, in each case without duplication:

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of such Restricted Subsidiary (as applicable) and, to the extent of the amount actually received by such Restricted Subsidiary from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, that in each case the amount of such payments in any taxable period does not exceed the amount that the Restricted Subsidiary would be required to pay in respect of federal, state and local income taxes for such taxable period were the Restricted Subsidiary and/or any Unrestricted Subsidiary (to the extent described above), as applicable, to pay such taxes separately from any such parent entity (or such Affiliate);

(c) customary salary, bonus, indemnification obligations and other benefits payable to directors, officers and employees of any direct or indirect parent company of the Issuer, including the Parent, to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Issuer and any Restricted Subsidiary;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer, including the Parent, to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and any Restricted Subsidiary;

(e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering or other financing transaction of such parent entity;

provided, in each case, that other than due to applicable law or regulation prohibiting the payment by one or more Restricted Subsidiaries of their proportionate share of the Parent’s liabilities noted in this clause (15) (or if any such payment would render one or more Restricted Subsidiaries insolvent or reasonably likely to become insolvent), each Restricted Subsidiary may not pay more than its proportionate share of the Parent’s liabilities noted in this clause (15); and

(16) distributions or payments of Securitization Fees and other transfers of Receivables Assets and purchases of Receivables Assets in connection with a Qualified Receivables Transaction.

For purposes of determining compliance with this “Restricted Payments” covenant, in the event that a Restricted Payment, when made, met the criteria of more than one of the categories described in clauses (1) through (16) immediately above, or was permitted pursuant to the first paragraph of this covenant, the Issuer will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Parent or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of the Parent whose resolution with respect thereto will be delivered to the Trustee.

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Limitation on Liens

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, assume or allow to exist any Lien that secures Obligations under any Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured by a Lien on such property or assets on an equal and ratable basis with the Obligations so secured (or, in the case of Indebtedness subordinated to the Notes or the Note Guarantees, senior in priority thereto, with the same relative priority as the Notes will have with respect to such subordinated Indebtedness) until such time as such Obligations are no longer secured by such Lien.

Limitation on Transactions with Affiliates

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction or series of related transactions, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any of their Affiliates, in each case involving aggregate payments or consideration in excess of $5 million (each of the foregoing, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Parent or such Restricted Subsidiary with a Person that is not an Affiliate of the Parent or any Restricted Subsidiary (as determined by the Parent); and

(2) the Parent delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25 million, a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the Disinterested Members; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, an opinion issued by an Independent Financial Advisor stating that such Affiliate Transaction or series of related Affiliate Transactions is fair to the Parent or such Restricted Subsidiary from a financial point of view.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Parent and/or its Restricted Subsidiaries;

(2) Restricted Payments that are permitted by the provisions of the Indenture described under “—Limitation on Restricted Payments” and Permitted Investments;

(3) any issuance or sale of Equity Interests (other than Disqualified Stock) of, or capital contributions to, the Parent;

(4) transactions pursuant to agreements or arrangements in effect on the Issue Date and referenced in this offering memorandum, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Parent and the Restricted Subsidiaries than the agreement or arrangement in existence on the Issue Date;

(5) payments by the Parent and its Subsidiaries pursuant to tax sharing agreements among the Parent and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent and its Subsidiaries; provided that in each case the amount of such payments in any fiscal

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year does not exceed the amount that the Parent, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of amounts received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Parent and its Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

(6) payment of reasonable and customary fees and reimbursement of expenses paid to, and reasonable and customary indemnification arrangements and similar payments on behalf of, directors of the Parent or any Subsidiary thereof;

(7) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Parent or any Restricted Subsidiary with officers, employees and consultants of the Parent or any Subsidiary thereof and the payment of compensation, reimbursement of expenses paid or loans (or cancellation of loans) to officers, employees and consultants of the Parent or any Subsidiary thereof (including issuances of securities and other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employee benefit plans, employee stock option or similar plans), entered into in the ordinary course of business or otherwise approved by a majority of the Disinterested Members;

(8) purchases and sales of raw materials or Inventory in the ordinary course of business on market terms;

(9) (a) transactions with customers, clients, lessors, landlords, suppliers, contractors, purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to the Parent and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(10) transactions with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Parent solely because the Parent or a Restricted Subsidiary of the Parent owns an equity interest in or otherwise controls such Person;

(11) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(12) transactions entered into by a Person prior to the time such Person becomes a Restricted Subsidiary or is merged or consolidated into the Parent or a Restricted Subsidiary (provided such transaction is not entered into in contemplation of such event);

(13) transactions permitted by, and complying with, the provisions of the covenant described under “—Merger, Consolidation or Sale of Assets”;

(14) transactions in which the Parent or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee an opinion issued by an Independent Financial Advisor stating that such transaction or series of related transactions is fair to the Parent or such Restricted Subsidiary from a financial point of view and that the terms are not materially less favorable to the Parent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(15) transactions between the Parent or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Parent; provided, however, that such director abstains from voting as a director of the Parent on any matter involving such other Person; and

(16) any customary transaction with a Receivables Entity effected as part of a Qualified Receivables Transaction.

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Limitation on Asset Sales

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless:

(1) the Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration therefor received by the Parent or such Restricted Subsidiary, as the case may be, is in the form of:

(a) cash or Cash Equivalents;

(b) Replacement Assets;

(c) any liabilities of the Parent or any Restricted Subsidiary as shown on the Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto prepared in accordance with GAAP (other than contingent liabilities, Indebtedness that is by its terms subordinated in right of payment to the Notes or any Note Guarantee and liabilities to the extent owed to the Parent or any Restricted Subsidiary) that are assumed by the transferee of any such assets or Equity Interests and for which the Parent and all of the Restricted Subsidiaries have been released;

(d) any Designated Noncash Consideration received by the Parent or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this sub-clause (d) that is at the time outstanding and held by the Parent or any Restricted Subsidiary, not to exceed the greater of (x) $75 million and (y) 2.5% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value); or

(e) any combination of the consideration specified in clauses (a) through (d).

Within 12 months after the receipt of any Net Available Cash from an Asset Sale, the Parent or a Restricted Subsidiary, as the case may be, may apply an amount equal to such Net Available Cash at its option:

(1) to repay or retire Indebtedness secured by such assets, Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Parent or another Restricted Subsidiary) or Indebtedness under the Credit Agreements and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated no later than the later of (i) the day that is 12 months after such Asset Sale and (ii) 90 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Available Cash not so applied will be deemed to be Excess Proceeds (as defined below));

(3) to make capital expenditures; or

(4) to make an Offer to Purchase as described below.

Pending the final application of any Net Available Cash from Asset Sales in accordance with clauses (1) through (4) in the preceding paragraph, the Parent and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise apply such Net Available Cash in any manner not prohibited by the Indenture.

The amount of such Net Available Cash required to be applied (or to be committed to be applied) during such 12-month period as set forth above and not applied (or committed to be applied) as so required by the end of such period shall constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate

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amount of Excess Proceeds totals at least $25 million, the Issuer must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase, from the Holders and, at the Issuer’s option, all holders of Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, the maximum principal amount of Notes and such Pari Passu Debt, if any, that may be purchased out of the Excess Proceeds. The offer price in any such Offer to Purchase shall be equal to or greater than the amount of Excess Proceeds and shall be calculated as follows: 100% of the principal amount (or accreted value, if applicable) of the Notes and such Pari Passu Debt, plus accrued and unpaid interest and Additional Interest, if any up to, but excluding, the date of purchase (subject to the rights of Holders of Notes on a relevant record date to receive interest on an interest payment date that occurs prior to the purchase date) and will be payable in cash. To the extent that any Excess Proceeds remain after consummation of an Offer to Purchase pursuant to this “Asset Sales” covenant, the Parent and the Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture, and those Excess Proceeds shall no longer constitute “Excess Proceeds.”

The Credit Agreements may prohibit the Issuer from purchasing any Notes, and may also provide that certain asset sale events with respect to the Parent would constitute a default under the Credit Agreements. Any future credit agreements or other agreements to which the Parent or any of its Subsidiaries becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Issuer is prohibited from purchasing the Notes, the borrowers under the Credit Agreements could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the borrowers do not obtain such consent or repay such borrowings, the Issuer would remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture, which would, in turn, constitute a default under such other agreements.

Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Parent or any Restricted Subsidiary;

(2) pay any liabilities owed to the Parent or any Restricted Subsidiary;

(3) make loans or advances to the Parent or any Restricted Subsidiary; or

(4) sell, lease or transfer any of its properties or assets to the Parent or any Restricted Subsidiary;

provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Equity Interests and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness Incurred by the Parent or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction.

However, the preceding restrictions will not apply to encumbrances or restrictions:

(1) existing under, by reason of or with respect to the Existing Indebtedness and Credit Agreements as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive with respect to dividend and payment restrictions (as determined by the Parent in good faith) than those contained in the Existing Indebtedness or Credit Agreements as in effect on the Issue Date;

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(2) set forth in the Indenture, the Notes, the Exchange Notes in respect thereof and the related Note Guarantees;

(3) existing under, by reason of or with respect to agreements governing other Indebtedness permitted to be Incurred under the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” and any amendments, restatements, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances and restrictions therein, taken as a whole, (i) are not materially more restrictive than the agreements governing Indebtedness as in effect on the date of the Indenture, or (ii) will not affect the Issuer’s ability to make principal or interest payments on the Notes (as determined by the Parent in good faith);

(4) existing under or by reason of applicable law, rule, regulation or order;

(5) with respect to any Person, or the property or assets of a Person, acquired by the Parent or any Restricted Subsidiary existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the property or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive with respect to dividend and other payment restrictions than those in effect on the date of the acquisition;

(6) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;

(7) existing under or by reason of Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive with respect to dividend and payment restrictions, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(8) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary not otherwise prohibited by the Indenture;

(9) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent or any Restricted Subsidiary;

(10) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions or transfer by that Restricted Subsidiary pending such sale or other disposition;

(11) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

(12) arising from customary provisions in Joint Venture agreements and other similar agreements relating solely to such Joint Venture, which the Board of Directors of the Parent determines in good faith will not adversely affect the Issuer’s ability to make payments of principal of or interest on the Notes;

(13) existing under or by reason of Secured Indebtedness permitted to be Incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Limitation on Liens” that limit the right of the Parent or any Restricted Subsidiary to dispose of the assets securing such Indebtedness;

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(14) under purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business;

(15) existing under any agreement imposed in connection with consignment agreements entered into in the ordinary course of business;

(16) under provisions limiting the disposition or distribution of assets or property in Joint Venture agreements, asset sale agreements, sale and leaseback agreements, stock sale agreements and other similar agreements (or Investments), which limitation is applicable only to the assets that are the subject of such agreements;

(17) arising from customary provisions in Hedging Obligations permitted under the Indenture and entered into in the ordinary course of business;

(18) existing under, by reason of or with respect to any Restricted Payment not prohibited by the covenant described under “—Limitation on Restricted Payments” and any Permitted Investment; and

(19) restrictions created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Parent, are necessary or advisable to effect such Qualified Receivables Transaction Facility.

Additional Note Guarantees

The Parent will not permit any Restricted Subsidiary that is not an Excluded Entity, directly or indirectly, to Incur or Guarantee any Indebtedness under Credit Facilities Incurred pursuant to clause (1) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock,” unless such Restricted Subsidiary (a) is a Guarantor or (b) within 15 Business Days executes and delivers to the Trustee an Opinion of Counsel and a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will rank senior in right of payment to or equally in right of payment with such Restricted Subsidiary’s Guarantee of such other Indebtedness.

Designation of Restricted and Unrestricted Subsidiaries

The Issuer may designate any Subsidiary of the Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described under “—Limitation on Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by the Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described under “—Limitation on Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock,” the Parent will be in default of such covenant.

The Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under “—Limitation on Incurrence of Indebtedness and

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Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period, and (2) no Default or Event of Default would be in existence following such designation.

Merger, Consolidation or Sale of Assets

The Parent will not, directly or indirectly: (1) consolidate or merge with or into another Person, or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Parent and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists;

(2) either:

(a) the Parent is the surviving corporation; or

(b) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of Australia, Switzerland, any Member State of the European Union as of December 31, 2003 or the United States or, any state of the United States or the District of Columbia, provided that in the case where such Person is not a corporation, a co-obligor of the Notes is a corporation and (ii) assumes all the obligations of the Parent under the Notes and the Indenture pursuant to a supplemental indenture executed and delivered to the Trustee and under the Registration Rights Agreement;

(3) immediately after giving effect to such transaction on a pro forma basis, (a) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) the Fixed Charge Coverage Ratio for the Parent or surviving Person and its Restricted Subsidiaries will be greater than or equal to such ratio for the Parent and its Restricted Subsidiaries immediately prior to such transaction; and

(4) each Guarantor, unless such Guarantor is the Person with which the Parent has entered into a transaction under this covenant, will have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of the Parent or the surviving Person in accordance with the Notes and the Indenture.

provided, however, that clause (3) above will not apply (i) if, in the good faith determination of the Board of Directors of the Parent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Parent, and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations; or (ii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Parent and any Restricted Subsidiary.

The Issuer and the Guarantors will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer or Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Issuer or the Guarantor, in one or more related transactions, to another Person, other than the Parent, the Issuer or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Issuer or the Guarantor is the surviving corporation, or the Person formed by or surviving any such consolidation or merger (if other than the Issuer or the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made (i) in the case of the Issuer, is

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organized or existing under the laws of any Member State of the European Union as of December 31, 2003 or the United States or any state of the United States or the District of Columbia and (ii) in each case, assumes all the obligations of that Issuer or Guarantor under the Indenture (including such Guarantor’s Note Guarantee) pursuant to a supplemental indenture executed and delivered to the Trustee and under the Registration Rights Agreement; or

(b) such sale, assignment, transfer, conveyance or other disposition or consolidation or merger complies with the covenant described under “—Limitation on Asset Sales.”

Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this covenant, the successor Person formed by such consolidation or into or with which the Parent, the Issuer or the Guarantor is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, the provisions of the Indenture referring to the “Parent,” the “Issuer” or the “Guarantor” will refer instead to the successor Person and not to the Parent, the Issuer or the Guarantor, and may exercise every right and power of, the Parent, the Issuer or the Guarantor under the Indenture with the same effect as if such successor Person had been named as the Parent, the Issuer or the Guarantor in the Indenture.

In addition, neither the Parent nor any Restricted Subsidiaries of the Parent may, directly or indirectly, lease all or substantially all of the properties or assets of the Parent and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

Reports

Whether or not required by the Commission, so long as any Notes are outstanding, the Parent will furnish to the Trustee, or file electronically with the Commission through the Commission’s Next-Generation EDGAR System (or any successor system), within the time periods specified in the Commission’s rules and regulations that are then applicable to the Parent:

(1) all quarterly and annual information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Parent were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Parent’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Parent were required to file such reports.

In addition, whether or not required by the Commission, the Parent will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to prospective investors. In addition, the Parent agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the Commission the reports referred to in clauses (1) and (2) above, it will furnish, or otherwise make publicly available, to the Trustee, securities analysts, Holders of Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

If the Parent has designated any Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary of the

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Parent, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, as determined in good faith by senior management of the Parent, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

The reports and financial information to be provided by the Parent pursuant to this covenant shall include consolidated statements for the Parent that include the Issuer and the Subsidiaries of the Parent. The Parent’s obligations under this covenant will be fulfilled if a successor to the Parent makes or provides the reports and financial information required hereunder, provided that such reports and financial information include consolidated statements for such successor that include the Issuer and the Subsidiaries of such successor in the same manner as with respect to the Parent.

If the Commission will not accept such information and reports referred to in clauses (1) and (2) above, the Parent will furnish, or otherwise make publicly available, to the Trustee, securities analysts Holders of Notes and prospective investors, such information and reports; provided, however, that for so long as the Commission does not accept such information and reports, such reports (A) will not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or related Items 307 and 308 of Regulation S-K, or Items 301 or 302 of Regulation S-K, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and (B) will not be required to contain the separate financial statements for Guarantors contemplated by Rule 3-10 of Regulation S-X (but will be required to comply with the condensed consolidating footnote presentation provided by Rule 3-10(b)-(f) of Regulation S-X).

Conduct of Business and Limitation on Certain Activities

The Parent will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Parent and the Restricted Subsidiaries taken as a whole. The Parent will cause the Issuer or its successor to engage in only those business activities that are necessary, convenient or incidental to the offering, sale, issuance and servicing of the Notes or other Indebtedness (including any Additional Notes) of the Issuer permitted under the Indenture or lending of the proceeds of the Notes or any such other Indebtedness to the Parent Guarantor or any of the Parent’s Restricted Subsidiaries, to refrain from engaging in any trade or business in the United States, to file a “check the box” election to be treated as a disregarded entity for United States federal income tax purposes, to be effective on or before the issuance of the Notes, to continue to be properly classified as a disregarded entity of the Parent for United States federal income tax purposes and to refrain from incurring any Indebtedness other than the Notes and other Indebtedness permitted to be incurred under the covenant headed “Incurrence of Indebtedness and Issuance of Preferred Stock.”

The Parent shall continue to directly or indirectly maintain 100% ownership of the Capital Stock of the Issuer or any permitted successor of the Issuer, provided that any permitted successor of the Parent under the Indenture may succeed to the Parent’s ownership of such Capital Stock. For so long as any Notes are outstanding, the Parent will not commence or take any action to facilitate a winding-up, liquidation or other analogous proceeding in respect of the Issuer.

Payments for Consent

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any cash consent fee to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such cash consent fee is offered to be paid to all Holders that may legally participate in the transaction, as proposed by the Parent and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

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Covenant Suspension

During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Parent and the Restricted Subsidiaries will not be subject to the covenants (the “Suspended Covenants”) described under:

(1) “—Certain Covenants-Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(2) “—Certain Covenants-Limitation on Restricted Payments”;

(3) “—Certain Covenants-Limitation on Transactions with Affiliates”;

(4) “—Certain Covenants-Limitation on Asset Sales”;

(5) “—Certain Covenants-Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries”;

(6) “—Certain Covenants-Additional Note Guarantees”;

(7) “—Certain Covenants-Conduct of Business”; and

(8) Clause (3) of the first paragraph of “—Certain Covenants—Merger, Consolidation or Sale of Assets.”

In the event that the Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating or (b) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events. The period beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is called a “Suspension Period.” The ability of the Parent and the Restricted Subsidiaries to make Restricted Payments after the time of such withdrawal, downgrade, Default or Event of Default will be calculated as if the covenant governing Restricted Payments had been in effect throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of the covenant described under “—Certain Covenants— Limitation on Restricted Payments.” However, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken or announced by the Parent or its Restricted Subsidiaries during the Suspension Period.

There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Rating.

Events of Default

The following will be an “Event of Default” under the Indenture:

(1) default in the payment in respect of the principal of (or premium, if any, on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days thereafter;

(3) failure by the Parent or any Restricted Subsidiary to comply with the provisions described under the caption “—Change of Control,” the fourth paragraph under the caption “—Certain Covenants—Limitation on Asset Sales,” or the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”;

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(4) default in the performance, or breach, of any covenant or agreement of the Parent or any Restricted Subsidiary in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) or (3) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes, voting as a single class;

(5) a default or defaults under any mortgage, bonds, debentures, notes or other evidences of Indebtedness (other than the Notes) by the Parent or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $50 million, whether such Indebtedness now exists or shall hereafter be created, which default or defaults either (a) shall have resulted in the acceleration of the maturity of such Indebtedness prior to its express maturity or (b) shall constitute a failure to pay principal of, or interest or premium on, such Indebtedness when due and payable after the expiration of any applicable grace period with respect thereto;

(6) the entry against the Parent or any Restricted Subsidiary of a final judgment(s) for the payment of money in an aggregate amount in excess of $50 million (net of amounts covered by (a) insurance for which the insurer thereof has been notified of such claim and has not challenged such coverage or (b) valid third-party indemnifications for which the indemnifying party thereof has been notified of such claim and has not challenged such indemnification), by a court or courts of competent jurisdiction, which judgment(s) remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(7) except as permitted by the Indenture, any Note Guarantee ceases to be enforceable or ceases for any reason to be in full force and effect as against the Guarantors, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(8) certain events in bankruptcy, insolvency or reorganization affecting the Parent, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary).

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Parent or the Issuer) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Parent or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (8) above occurs with respect to the Parent or the Issuer, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see “—Amendments and Waiver.” The Trustee may withhold from Holders notice of any

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Default (except Default in payment of principal, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so.

No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (x) such Holder shall have previously given to the Trustee written notice of an Event of Default and such Event of Default shall be continuing, (y) the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and, if requested, provided indemnity satisfactory to the Trustee, to institute such proceeding as Trustee, and (z) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

The Parent and the Issuer shall within 120 days after the end of each fiscal year of the Parent deliver to the Trustee a statement regarding compliance with the Indenture. Each of the Parent and the Issuer shall notify the Trustee if it becomes aware of the occurrence of any Default or Event of Default within ten days thereafter.

Amendments and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes (except Default in payment of principal, premium, if any, and interest) may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) change the Stated Maturity of the principal of, or any installment of interest on, any Note;

(3) reduce the principal amount of, or premium, if any, or interest on, any Note;

(4) alter or waive any of the provisions with respect to the redemption of the Notes under the caption “—Optional Redemption” or waive any such redemption payment with respect to the Notes;

(5) waive a Default or Event of Default in the payment of principal of, or interest or premium and Additional Interest, if any, on, the Notes (except, upon a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes, a waiver of the payment default that resulted from such acceleration) or in respect of any other covenant or provision that cannot be amended or modified without the consent of all Holders;

(6) make any Note payable in money other than U.S. dollars;

(7) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium and Additional Interest, if any, on, the Notes;

(8) make any change in the amendment and waiver provisions of the Indenture;

(9) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

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(10) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees (which, for the avoidance of doubt, shall not include a waiver of an Event of Default as described above); or

(11) except as otherwise permitted under the covenants described under “—Certain Covenants—Merger, Consolidation or Sale of Assets” and “—Certain Covenants—Additional Note Guarantees,” consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or obligations under the Indenture.

Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, notes), no waiver or amendment to the Indenture may amend, change or modify the obligation of the Issuer to make and consummate an Offer to Purchase with respect to any Asset Sale in accordance with the covenant described under “—Certain Covenants—Limitation on Asset Sales,” or the obligation of the Issuer to make and consummate an Offer to Purchase in the event of a Change of Control in accordance with the covenant described under “—Change of Control,” including, in each case, amending, changing or modifying any definition relating thereto; provided, however, that without the consent of each Holder affected, an amendment or waiver may not change or reduce the principal amount of any Note or waive the Issuer’s obligation to make such payments when due.

Notwithstanding the foregoing, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or any Note Guarantee:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of Notes and Note Guarantees in accordance with the Indenture in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets;

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially, in the good faith determination of the Board of Directors of the Parent, adversely affect the legal rights under the Indenture, the Note Guarantees or the Notes of any such Holder;

(5) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to comply with the provisions described under “—Certain Covenants—Additional Note Guarantees”;

(7) to evidence and provide for the acceptance of appointment by a successor Trustee;

(8) to provide for the issuance of Additional Notes in accordance with the Indenture; or

(9) to conform the Indenture, the Note Guarantees or the Notes to any provision of this “Description of Notes.”

Legal Defeasance and Covenant Defeasance

The Parent may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of the obligations of the Issuer discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to below;

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(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee under the Indenture, and Issuer’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, the Parent may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants (including the obligation of the Issuer to make and consummate an Offer to Purchase described under “—Certain Covenants—Limitation on Asset Sales,” and “—Change of Control,”) that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, all Events of Default described under “—Events of Default” (except those relating to payments on the Notes or bankruptcy, receivership, rehabilitation or insolvency events) will no longer constitute an Event of Default with respect to the Notes.

In order to exercise its defeasance option:

(1) the Issuer must irrevocably deposit with the Trustee in trust (the “Defeasance Trust”), for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, for the payment of principal of, premium (if any) and interest on the Notes to redemption or maturity, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) the Issuer must deliver to the Trustee of an Opinion of Counsel stating, in substance, that Holders of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of Legal Defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable federal income tax law since the Issue Date);

(3) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(4) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound;

(5) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(6) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable (by reason of the mailing of a notice of redemption or otherwise) or will become due and payable at Stated Maturity within one year, and in each such case the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the Stated Maturity or redemption date, as the case may be;

(2) in respect of clause 1(b), no Default or Event of Default will have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

(3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at Stated Maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of the Issuer or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue to serve as Trustee (if the Indenture has been qualified under the Trust Indenture Act) or resign.

The Indenture provides that in case an Event of Default will occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. The Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder will have offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, stockholder, member, manager or partner of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Governing Law

The Indenture, the Notes and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry, Delivery and Form

Except as set forth below, Notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notes will be issued at the closing of this offering only against payment in immediately available funds.

Notes initially will be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Issuer takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Issuer that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

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DTC has also advised the Issuer that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and Additional Interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Issuer that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the Beneficial Owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its Participants or the Indirect Participants in identifying the Beneficial Owners of the Notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

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Subject to the transfer restrictions set forth under “Notice to Investors,” transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

DTC has advised the Issuer that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Issuer nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive Notes in registered certificated form (“Certificated Notes”) if:

(1) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Issuer fails to appoint a successor depositary;

(2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes; or

(3) there will have occurred and be continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Notice to Investors,” unless that legend is not required by applicable law.

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Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the registrar a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. See “Notice to Investors.”

Same Day Settlement and Payment

The Issuer will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and Additional Interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Issuer will make all payments of principal, interest and premium and Additional Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder’s registered address. The Notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuer that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full description of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“ABL Facility” means the senior secured asset based revolving syndicated credit facility, dated as of June 18, 2012, among Tronox Incorporated and certain of its subsidiaries, as U.S. borrowers and guarantors, Tronox Limited and certain of its subsidiaries, as Australian borrowers and guarantors, the other guarantors party thereto, the lenders from time to time party thereto and UBS AG, Stamford branch, as administrative agent and collateral agent, as amended, supplemented, modified, extended, restructured, renewed, restated, refinanced or replaced in whole or in part from time to time, including, without limitation, by a Credit Facility.

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness, Disqualified Stock or Preferred Stock of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary and (2) with respect to the Parent or any Restricted Subsidiary, any Indebtedness, Disqualified Stock or Preferred Stock of a Person (other than the Parent or a Restricted Subsidiary) existing at the time such Person is merged with or into the Parent or a Restricted Subsidiary, or Indebtedness, Disqualified Stock or Preferred Stock expressly assumed in connection with the acquisition of the stock or any asset or assets from another Person; provided that such Indebtedness, Disqualified Stock or Preferred Stock was not Incurred or issued by such Person in connection with or in contemplation of such merger or acquisition.

“Additional Interest” means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

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“Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” will have correlative meanings.

“Alternative Facility” means (i) one or more debt facilities or other financing arrangements with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit incurred by any Subsidiary of Parent and secured solely by Liens upon one or more assets comprising collateral (A) of the relevant Subsidiary of Parent that is an obligor or provides credit support to such obligor under the relevant Alternative Facility and (B) that secures the ABL Facility, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time and (ii) any Credit Facility.

“Applicable Premium” means, with respect to a Note at any date of redemption, the greater of (i) 1 % of the principal amount of such Note and (ii) the excess of (A) the present value at such date of redemption of (1) the redemption price of such Note at August 15, 2015 (such redemption price being set forth in the table appearing under “—Optional Redemption”) plus (2) all remaining required interest payments due on such Note through August 15, 2015 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

“Asset Sale” means:

(1) the sale, lease, conveyance, transfer or other disposition (each, a “Transfer”), whether in a single transaction or a series of related transactions (including by way of a Sale and Leaseback Transaction), of any assets or rights (excluding Equity Interests in the Parent) of the Parent or any Restricted Subsidiary; and

(2) the issuance or sale of Equity Interests by any Restricted Subsidiary or the Transfer by the Parent or any Restricted Subsidiary of Equity Interests in any of the Parent’s Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law), whether in a single transaction or series of related transactions.

Notwithstanding the preceding, the following items will be deemed not to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $10 million;

(2) sales of inventory in the ordinary course of business;

(3) the liquidation, winding-up or dissolution of Excluded Entities;

(4) a Transfer of assets that is governed by the provisions of the Indenture described under “—Change of Control” or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”;

(5) a Transfer of assets or Equity Interests between or among the Parent and the Restricted Subsidiaries;

(6) an issuance of Equity Interests by a Restricted Subsidiary to the Parent or to another Restricted Subsidiary;

(7) a Transfer of cash and Cash Equivalents;

(8) a Transfer of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

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(9) a Transfer that constitutes a Restricted Payment that is permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or a Permitted Investment;

(10) a Transfer of any property or equipment that has become redundant, surplus, damaged, worn out, obsolete or no longer useful, and sales or other dispositions of intellectual property determined, in the reasonable judgment of the Parent, to be uneconomical, negligible or obsolete;

(11) the creation of a Lien not prohibited by the Indenture (but not the sale of property subject to a Lien);

(12) a grant of a license to use the Parent’s or any Restricted Subsidiary’s patents, trade secrets, know-how or other intellectual property to the extent that such license does not limit the licensor’s use of the patent, trade secret, know-how or other intellectual property;

(13) sales, transfers or contributions of Receivables Assets (or a fractional undivided interest therein) to a Receivables Entity in a Qualified Receivables Transaction, provided that if such Receivables Entity is an Affiliate, such sale, transfer or contribution must be for the fair market value thereof (as determined in good faith by the Parent);

(14) transfers of Receivables Assets (or a fractional undivided interest therein) in a Qualified Receivables Transaction;

(15) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described under “—Certain Covenants—Limitation on Restricted Payments”;

(16) foreclosure, condemnation or any similar action with respect to any property or other asset of the Parent or any of its Restricted Subsidiaries;

(17) any financing transaction with respect to property built or acquired by the Parent or any Restricted Subsidiary after the Issue Date, including any Sale and Leaseback Transaction or asset securitization permitted by the Indenture;

(18) to the extent they constitute an Asset Sale, the granting of alien that is permitted to be granted, and is granted, under the caption “—Certain Covenants—Limitation on Liens”;

(19) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as amended, any exchange of like property (excluding any boot thereon) for use in a Permitted Business;

(20) the lease, assignment, sublease or license of any real or personal property in the ordinary course of business;

(21) dispositions in connection with Permitted Liens;

(22) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary, including in connection with any merger or consolidation; and

(23) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” will have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or a duly authorized committee thereof;

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(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Parent to have been duly adopted by the Board of Directors of the Parent and to be in full force and effect on the date of such certification.

“Borrowing Base” means, as of the date of determination, an amount equal to:

(1) 85% of the face amount of all accounts receivable owned by the Parent and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus

(2) 75% of the book value of all inventory owned by the Parent and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date,

based on the most recent internal month-end financial statements available to the Parent, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP; and the amount of Indebtedness represented thereby at any time shall be the amount of the liability in respect thereof that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” of any Person means any and all shares, interests (including general or limited partnership interests, limited liability company or membership interests or limited liability partnership interests), participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock.

“Cash Equivalents” means:

(1) United States dollars, Canadian dollars, euro, any national currency of any Member State of the European Union as of December 31, 2003 and such foreign currencies held by the Parent or any Restricted Subsidiary from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than twelve months from the date of acquisition;

(3) investments in time or demand deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $500 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A-2” or higher by Moody’s, “A” or higher by S&P or the equivalent rating by any other nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act);

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

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(5) commercial paper having a rating of at least A-1 from S&P or at least P-1 from Moody’s and in each case maturing within one year after the date of acquisition;

(6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s or S&P and having maturities of not more than two years from the date of acquisition;

(7) certificates of deposit or bankers’ acceptances (or, in the case of Non-US Entities, the foreign equivalent thereof) maturing within six months after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $500,000,000 (or, in the case of a Non-U.S. Entity that is incorporated in Australia, issued or accepted by any Lender or commercial bank incorporated in Australia and which has a rating of at least A-1 from S&P or at least P-1 from Moody’s) provided that, in the case of any Investment by a Non-U.S. Entity, “Cash Equivalents” shall also include: (i) direct obligations of the sovereign nation (or any agency thereof) in which such Non-U.S. Entity is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof) and (ii) investments of the type and maturity described in clauses (i) through (v) above of obligors that are Non-US Entities, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies; and

(8) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P, at least Aaa or the equivalent thereof by Moody’s or any other mutual fund at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent and its Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder;

(2) the adoption of a plan relating to the liquidation or dissolution of the Parent (other than as permitted hereunder);

(3) the Parent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any “person” or “group” (as defined above) other than a Permitted Holder, including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Parent;

(4) the first day on which a majority of the members of the Board of Directors of the Parent are not Continuing Directors; or

(5) the first day on which the Parent ceases to own, directly or indirectly, 100% of the outstanding Equity Interests of the Issuer.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

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“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; plus

(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(6) the amount of net cost savings and operating efficiencies projected by the Parent in good faith to be realized as a result of specified actions either taken or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings and operating efficiencies had been realized on the first day of such period) and which are expected to be realized (i) within 18 months of the date thereof, with respect to specified actions taken or to be taken in connection with the Transaction (including the expected stand-alone cost savings from lower costs for certain services (including back office functions)), and (ii) within 12 months of the date thereof with respect to specified actions taken or to be taken in connection with future acquisitions and cost saving, restructuring and other similar initiatives, in each case, net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable; minus

(7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; plus

(8) to the extent non-recurring, any fees, costs and expenses of such Person and its Restricted Subsidiaries Incurred as a result of Investments, Asset Sales permitted hereunder and the issuance, repayment or amendment of Equity Interests or Indebtedness permitted hereunder (in each case, whether or not consummated).

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of such Person and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to such Person by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter or any agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

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“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction in respect of Preferred Stock dividends; provided that:

(1) all extraordinary gains (but not losses) and all gains (but not losses) realized in connection with any disposition of assets or securities, whether or not consummated, or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded;

(2) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that Parent’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of Cash Equivalents actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (3) below);

(3) solely for the purpose of determining the amount available for Restricted Payments under clause (3) of the first paragraph of “Certain Covenants—Limitation on Restricted Payments,” the net income (but not the net loss) of any Restricted Subsidiary (other than any Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders;

(4) any gain or loss, together with any related provision for taxes on such gain or loss less all fees and expenses or charges relating thereto, realized in connection with: (a) any sale of assets outside the ordinary course of business of the specified Person; or (b) the disposition of any securities by the specified Person or any of its Restricted Subsidiaries, will be excluded;

(5) any extraordinary, unusual or non-recurring gain, loss or expense, together with any related provision for taxes on such gain, loss or expense, will be excluded;

(6) any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded;

(7) the cumulative effect of a change in accounting principles will be excluded;

(8) non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded;

(9) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date will be excluded;

(10) to the extent the related loss is not added back in calculating such Consolidated Net Income, proceeds of business interruption insurance policies to the extent of such related loss will be excluded;

(11) fees and expenses related to a Qualified Receivables Transaction will be excluded;

(12) any net after-tax gains attributable to the termination of any employee pension benefit plan will be excluded;

(13) (a) any net after-tax income or loss from operating results of discontinued operations as defined by GAAP and (b) any net after-tax gains or losses from sales of discontinued operations, in each case will be excluded;

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(14) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness, Hedging Obligations or other derivative instruments entered into in relation with the Indebtedness extinguished will be excluded;

(15) any non-cash impairment charges or asset write-downs or write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP will be excluded; and

(16) any extraordinary, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense shall be excluded.

“Consolidated Net Tangible Assets” means, with respect to any Person, the Total Assets of such Person and its Restricted Subsidiaries less goodwill and intangibles (other than intangibles arising from, or relating to, intellectual property, licenses or permits (including, but not limited to, emissions rights) of such Person), in each case calculated in accordance with GAAP, provided that in the event that such Person or any of its Restricted Subsidiaries assumes or acquires any assets in connection with the acquisition by such Person and its Restricted Subsidiaries of another Person subsequent to the commencement of the period for which the Consolidated Net Tangible Assets is being calculated but prior to the event for which the calculation of the Consolidated Net Tangible Assets is made, then the Consolidated Net Tangible Assets shall be calculated giving pro forma effect to such assumption or acquisition of assets, as if the same had occurred at the beginning of the applicable period.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Parent who:

(1) was a member of such Board of Directors on the date of the Indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Agreements” means (i) the credit agreement governing the ABL Facility, (ii) a credit agreement governing any Alternative Facility and (iii) the credit agreement governing the Senior Secured Term Loan Facility, in each case including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time, regardless of whether such amendment, restatement, modification, renewal, refunding, replacement or refinancing is with the same financial institutions or otherwise.

“Credit Facilities” means (i) the ABL Facility, (ii) an Alternative Facility, (iii) the Senior Secured Term Loan Facility and (iv) one or more debt facilities or other financing arrangements (including, without limitation, commercial paper facilities, overdraft facilities, receivables financing or indentures) including with banks, institutional lenders, noteholders or other investors or a trustee, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default, provided that any Default that results solely from the taking of any action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

“Designated Noncash Consideration” means the Fair Market Value of non-cash consideration received by the Parent or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

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“Disinterested Member” means, with respect to any transaction or series of related transactions, a member of the Parent’s Board of Directors who does not have any material direct or indirect financial interest (other than as a stockholder of the Parent) in or with respect to such transaction or series of related transactions and is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Parent or a Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

“Disqualified Stock” means any Capital Stock that, by its terms, or by the terms of any security into which it is convertible, or for which it is exchangeable, or by contract or otherwise, is, or upon the happening of any event or passage of time would be, required to be redeemed on or prior to the date that is one year after the earlier of the date on which the Notes mature and the date the Notes are no longer outstanding, or is redeemable at the option of the holder thereof, or is convertible into or exchangeable for debt securities in any such case on or prior to such date. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Issuer’s repurchase of such Notes as are required to be repurchased pursuant to “—Certain Covenants—Limitation on Asset Sales” and “—Change of Control” covenants. The term “Disqualified Stock” will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the earlier of the date on which the Notes mature and the date the Notes are no longer outstanding.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of Equity Interests (other than Disqualified Stock) of the Parent or any of its Subsidiaries by the Parent or its Subsidiaries (other than pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Parent) to any Person other than any Subsidiary of the Parent.

“Exchange Notes” means any notes issued in exchange for Notes pursuant to the Registration Rights Agreement of similar agreement.

“Exchange Offer” means the offer of the Issuer to issue and deliver to Holders that are not prohibited by law or policy of the Commission from participating in such offer in exchange for the Notes, a like aggregate principal amount of Exchange Notes.

“Excluded Entities” means:

(1) Tronox (Luxembourg) Holdings S.à.r.l., Tronox (Switzerland) Holding GmbH, Tronox Luxembourg S.à.r.l., Tronox Pigments International GmbH, Tronox GmbH, Tronox Pigments GmbH, Tronox Pigments (Savannah) Inc.;

(2) any one or more Restricted Subsidiaries organized under the laws of the United Kingdom that is (i) Tronox Sands LLP, a limited liability partnership organized in England and Wales (“TSL”) and (ii) any wholly-owned Subsidiary of TSL or its wholly-owned Subsidiaries;

(3) any one or more Restricted Subsidiaries organized under the laws of The Netherlands that has not received the unconditional positive advice of its works council and any prior corporate approvals, including the decision of its Board of Directors (or similar governing body), that it is in such Restricted Subsidiary’s corporate interest (vennootschappelijk belang) to become a Guarantor of the Notes;

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(4) any one or more Restricted Subsidiaries organized under the laws of the Republic of South Africa or any Restricted Subsidiary if, as a result of becoming a Guarantor of the Notes, such Restricted Subsidiary would violate any applicable South African “Black Empowerment” laws, any South African exchange control regulations or any other similar South African laws and regulations applicable to it; and

(5) any Receivables Entity.

“Existing Indebtedness” means the aggregate amount of Indebtedness of the Parent and the Restricted Subsidiaries (other than Indebtedness under the Credit Agreements, the Notes and the related Note Guarantees) in existence on the date of the Indenture until such amounts are repaid.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Parent (unless otherwise provided in the Indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) in the event that the specified Person or any of its Restricted Subsidiaries incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but on or prior to the Calculation Date, then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period;

(2) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries (or by any Person that has subsequently become a Restricted Subsidiary or has subsequently merged or consolidated with or into the specified Person or any of its Restricted Subsidiaries), including through mergers or consolidations, and the designation or re-designation of Unrestricted Subsidiaries, in each case, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and Consolidated EBITDA for such reference period will be calculated on a pro forma basis, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(3) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, will be excluded;

(4) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

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(5) whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the Parent (including cost savings and operating efficiencies that are reasonably identifiable and factually supportable). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP;

(6) interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent may designate;

(7) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(8) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(9) Fixed Charges attributable to interest on any Indebtedness Incurred under a revolving credit facility computed on a pro forma basis will be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was Incurred solely for working capital purposes.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Parent (other than Disqualified Stock) or to the Parent or a Restricted Subsidiary of the Parent, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. At any time after the Issue Date, the Parent may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP and, upon any such election, references herein to

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GAAP shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Parent’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Parent shall give notice of any such election made in accordance with this definition to the Trustee.

“Government Securities” means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means the Parent and any Subsidiary of the Parent that executes a Note Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement;

(2) any commodity forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement; or

(3) any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“Holder” means a Person in whose name a Note is registered.

“Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, enter into any Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness (and “Incurrence” and “Incurred” will have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary will be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms or the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

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(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than one year after such property is acquired or such services are completed;

(6) representing any Hedging Obligations;

(7) all Disqualified Stock issued by such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends; or

(8) all Preferred Stock issued by a Subsidiary of such Person, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends,

if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations, Disqualified Stock and Preferred Stock) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or Preferred Stock were repurchased on any date on which Indebtedness will be required to be determined pursuant to the Indenture.

The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation. The amount of any Indebtedness described in clauses (1) and (2) above will be:

(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

For purposes of determining any particular amount of Indebtedness, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. The following items shall not be treated as Indebtedness: (i) any Liens granted pursuant to the equal and ratable provisions referred to in the “Limitation on Liens” covenant; (ii) contingent obligations Incurred in the ordinary course of business and not in respect of borrowed money; (iii) deferred or prepaid revenues; (iv) deferred tax revenues and (v) obligations of the Parent or any Restricted Subsidiary pursuant to contracts for, options, puts or similar arrangements relating to the purchase of raw materials or the sale of inventory at a time in the future entered into in the ordinary course of business.

“Independent Financial Advisor” means a firm: (1) which does not, and whose directors, officers or affiliates do not, have a material financial interest in the Parent or any of its Subsidiaries; and (2) which, in the judgment of the Board of Directors, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Initial Purchasers” means Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, UBS Securities LLC and RBC Capital Markets, LLC.

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“Inventory” has the meaning set forth in the Uniform Commercial Code of the State of New York, as amended.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investments” in any Person means all direct or indirect investments in such Person in the form of loans or other extensions of credit (including Guarantees but excluding advances or extensions of credit to customers or suppliers made in the ordinary course of business), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by such Person, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP (excluding the footnotes).

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

(1) “Investment” shall include the portion (proportionate to the Parent’s direct and indirect equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;

(2) any asset sold or otherwise disposed to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such sale or disposition; and

(3) if the Parent or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary, or any Restricted Subsidiary issues Capital Stock, such that, after giving effect to any such sale, disposition or issuance, such Person is no longer a Restricted Subsidiary, the Parent shall be deemed to have made an Investment on the date of any such sale, disposition or issuance equal to the Fair Market Value of the Capital Stock of such Person held by the Parent or such Restricted Subsidiary immediately following any such sale, disposition or issuance.

The acquisition by the Parent or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Parent or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person unless such Investment in such third party was not made in anticipation or contemplation of the Investment by the Parent or such Restricted Subsidiary and such third party Investment is incidental to the primary business of such Person in whom the Parent or such Restricted Subsidiary is making such Investment.

“Issue Date” means the first date Notes are issued under the Indenture.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, association, partnership or any other entity which, in each case, is not a Subsidiary of the Parent or any of its Restricted Subsidiaries but in which the Parent or a Restricted Subsidiary has a direct or indirect equity or similar interest.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease, rights of set-off or netting arrangements in the ordinary course of business be deemed to constitute a Lien.

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“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Available Cash” means the aggregate proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof), received in cash and Cash Equivalents by the Parent or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash and Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account tax credits or deductions determined by the Parent to be available and any tax sharing arrangements, (3) working capital adjustments, (4) in the case of any Asset Sale by a Restricted Subsidiary, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Parent or any Restricted Subsidiary) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Parent or any Restricted Subsidiary and (5) appropriate amounts to be provided by the Parent or the Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post- employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations or purchase price adjustment obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (4) no longer so held, will, in the case of each of subclause (a) and (b), at that time become Net Available Cash.

“Non-U.S. Entity” means any Person that is not a U.S. Entity.

“Note Guarantee” means a Guarantee of the Notes pursuant to the Indenture.

“Obligations” with respect to any Indebtedness means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing such Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the Holders of the Notes.

“Offer to Purchase” means an offer to purchase Notes by the Issuer from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

(1) the provision of the Indenture pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis;

(2) the purchase price and the date of purchase, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Payment Date”);

(3) that any Note not tendered will continue to accrue interest pursuant to its terms;

(4) that, unless the Issuer defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

(5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;

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(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

On the Payment Date, the Issuer shall (a) accept for payment on a pro rata basis Notes or portions thereof (and, in the case of an Offer to Purchase made pursuant to “—Certain Covenants—Limitation on Asset Sales,” any Pari Passu Debt included in such Offer to Purchase) tendered pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The Issuer will comply with Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that the Issuer is required to repurchase Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture relating to an Offer to Purchase, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions of the Indenture by virtue of such conflict.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Parent by at least two Officers of the Parent, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Parent, that meets the requirements of the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Parent) that meets the requirements of the Indenture.

“Pari Passu Debt” means (a) any Indebtedness of the Issuer that ranks equally in right of payment with the Notes or (b) any Indebtedness of a Guarantor that ranks equally in right of payment with such Guarantor’s Note Guarantee.

“Permitted Business” means any business conducted or proposed to be conducted (as described in this offering memorandum) by the Parent and the Restricted Subsidiaries on the Issue Date and other businesses reasonably related or ancillary thereto or that are a reasonable extension or development thereof.

“Permitted Holders” means Exxaro Resources Limited, its successors and assigns, any Person in which it or such successors and assigns owns a majority of the voting power, and each of its Affiliates or the Affiliates of such successors or assigns.

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“Permitted Investments” means:

(1) any Investment in the Parent or in a Restricted Subsidiary;

(2) any Investment by the Parent or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Parent or a Restricted Subsidiary;

(3) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described under “—Certain Covenants— Limitation on Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(4) Hedging Obligations and customary cash management arrangements permitted under clauses (9) and (11), respectively, of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(5) (i) stock, obligations or securities received in satisfaction of judgments, foreclosure of Liens or settlement of Indebtedness and (ii) any Investments received in compromise of obligations of any trade creditor or customer that were Incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any such Person;

(6) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Parent or the Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

(7) commission, payroll, travel and similar loans and advances, including such loans and advances required by applicable employment laws, to officers, directors and employees of the Parent or any Restricted Subsidiary that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

(8) loans or advances to directors, officers and employees of the Parent or any Restricted Subsidiary that are made in the ordinary course of business of the Parent or such Restricted Subsidiary or to finance the purchase of Equity Interests of the Parent, in an aggregate amount, taken together with all other loans or advances made pursuant to this clause (8) that are at the time outstanding, not to exceed $15 million;

(9) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(10) Investments consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Parent or any of its Subsidiaries uses or sells in the ordinary course of business;

(11) security deposits required by utility companies and other Persons in a similar line of business to that of utility companies and governmental authorities that are utility companies, in each case, made in the ordinary course of business of the Parent and its Subsidiaries;

(12) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property;

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(13) any Investment existing or pursuant to agreements or arrangements in effect on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under the Indenture;

(14) Investments of a Restricted Subsidiary of the Parent acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with the Parent or a Restricted Subsidiary of the Parent in a transaction that is not prohibited by the covenant described under “—Merger, Consolidation or Sale of Assets” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(15) Investments consisting of earnest money deposits required in connection with a purchase agreement or letter of intent permitted by the Indenture;

(16) any Investment by the Parent or any of its Restricted Subsidiaries in a Permitted Business or Joint Ventures having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed $100 million; provided, however, that if any Investment pursuant to this clause (16) is made in any Person that is not a Restricted Subsidiary of the Parent at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Parent after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (16) for so long as such Person continues to be a Restricted Subsidiary;

(17) any Investment to the extent made using Capital Stock of the Parent (other than Disqualified Stock);

(18) (i) Guarantees not prohibited by the covenant described under “—Certain Covenants—Limitation on Indebtedness” and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business, and (ii) performance guarantees with respect to obligations incurred by the Parent or any of its Restricted Subsidiaries that are permitted by the Indenture; and

(19) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (19) since the Issue Date, not to exceed the greater of $150 million and 3% of the Consolidated Net Tangible Assets of the Parent, plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication for purposes of the covenant under “—Certain Covenants Limitation—on Restricted Payments” of any amounts applied pursuant to clause (3) of the first paragraph of such covenant); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) or (3) above and shall not be included as having been made pursuant to this clause (19); and

(20) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Parent, are necessary or advisable to effect any Receivables Facility.

“Permitted Liens” means:

(1) Liens in favor of the Issuer or any Restricted Subsidiary with respect to Indebtedness that was not Incurred in violation of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(2) Liens on Capital Stock, assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary;

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(3) Liens on property existing of a Person at the time such Person is merged with or into or consolidated with the Parent or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged with or into or consolidated with the Parent or the Restricted Subsidiary;

(4) Liens on property existing at the time of acquisition thereof by the Parent or any Restricted Subsidiary of the Parent, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Parent or the Restricted Subsidiary;

(5) Liens securing Indebtedness incurred under clause (1) of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”);

(6) Liens existing on the Issue Date (other than any Liens securing Indebtedness Incurred under clause (1) of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”);

(7) Liens securing Permitted Refinancing Indebtedness; provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;

(8) Liens on property or assets securing Indebtedness used to defease or to satisfy and discharge the Notes; provided that (a) the Incurrence of such Indebtedness was not prohibited by the Indenture and (b) such defeasance or satisfaction and discharge is not prohibited by the Indenture;

(9) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that any such Lien covers only the assets acquired, constructed or improved with such Indebtedness;

(10) Liens on cash and Cash Equivalents securing Hedging Obligations of the Parent or any Restricted Subsidiary (a) that are Incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, or (b) securing letters of credit that support such Hedging Obligations;

(11) Liens Incurred or deposits made in the ordinary course of business in connection with workers’ compensation, pension plans, unemployment insurance or other social security obligations;

(12) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, import duties or for the payment of rent or deposits as security for the payment of insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or other similar obligations, in each case, arising in the ordinary course of business;

(13) survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not Incurred or created to secure the payment of Indebtedness, and which in the aggregate do no materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Parent or any Restricted Subsidiary;

(14) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(15) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

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(16) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Parent or any Subsidiary thereof on deposit with or in possession of such bank;

(17) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than any property that is the subject of a Sale and Leaseback Transaction);

(18) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP;

(19) Liens arising from precautionary UCC financing statements regarding operating leases or consignments;

(20) Liens of franchisors in the ordinary course of business not securing Indebtedness;

(21) Liens on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness of such Restricted Subsidiaries permitted to be Incurred under the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(22) pledges of or Liens on raw materials or on manufactured products as security for any drafts or bills of exchange drawn in connection with the importation of such raw materials or manufactured products;

(23) Liens on any property in favor of domestic or foreign governmental bodies to secure partial, progress, advance or other payments pursuant to any contract or statute, not yet due and payable;

(24) any obligations or duties affecting any property of the Parent or any Restricted Subsidiary to any municipality or public authority with respect to any franchise, grant, license or permit that do not materially impair the use of such property for the purposes for which it is held;

(25) Liens imposed by law that are Incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, employees’, laborers’, employers’, suppliers’, banks’, repairmen’s and other like Liens, in each case, for sums not yet due or that are being contested in good faith by appropriate proceedings and that are appropriately reserved for in accordance with GAAP if required by GAAP;

(26) Liens on receivables subject to factoring transactions;

(27) Liens on goods or Inventory, the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers’ acceptance issued or created for the account of the Parent or any Restricted Subsidiary; provided that such Lien secures only the obligations of the Parent or such Restricted Subsidiary in respect of such letter of credit or bankers’ acceptance;

(28) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods (including under Article 2 of the Uniform Commercial Code) and Liens that are contractual rights of set-off relating to purchase orders and other similar agreements entered into by the Parent or any of its Restricted Subsidiaries;

(29) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto Incurred in the ordinary course of business;

(30) ground leases in respect of real property on which facilities owned or leased by the Parent or any of its Restricted Subsidiaries are located;

(31) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any Joint Venture or similar arrangement pursuant to any Joint Venture or similar agreement;

(32) Liens solely on any cash earnest money deposits made by the Parent or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

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(33) any netting or set-off arrangements entered into by the Parent or any Restricted Subsidiary of the Parent in the ordinary course of its banking arrangements (including, for the avoidance of doubt, cash pooling arrangements) for the purposes of netting debit and credit balances of the Parent or any Restricted Subsidiary of the Parent;

(34) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with importation of goods;

(35) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) attaching to commodity trading accounts or other commodities brokerage accounts Incurred in the ordinary course of business and consistent with past practice;

(36) Liens consisting of escrow arrangements with respect to escrow accounts, to the extent such escrow accounts hold deposits by any proposed buyer in connection with any sale or disposition of assets permitted under the Indenture;

(37) Liens consisting of an agreement to sell or otherwise dispose of any property in an Asset Sale permitted under “—Certain Covenants—Limitation on Asset Sales” in each case solely to the extent such Asset Sale would have been permitted on the date of the creation of such Lien;

(38) Liens on Cash and Cash Equivalents arising in connection with the cash collateralization of letters of credit in an amount not to exceed 105% of the aggregate face amount of the letters of credit permitted pursuant to clause (26) of the second paragraph “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(39) Liens securing Indebtedness in an aggregate amount not to exceed $25 million (or the foreign currency equivalent) at any one time outstanding; and

(40) (40) other Liens securing Indebtedness so long as the Secured Indebtedness Leverage Ratio does not exceed 2.00 to 1.00, as of the date such Indebtedness was Incurred and after giving effect to the Incurrence of such Indebtedness and the application of proceeds therefrom on such date.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Parent or any Restricted Subsidiary issued in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund, other Indebtedness of the Parent or any Restricted Subsidiary (other than Indebtedness owed to the Parent or to any Subsidiary of the Parent); provided that:

(1) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses Incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees, as applicable, on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is Pari Passu Debt, such Permitted Refinancing Indebtedness ranks equally in right of payment with, or is subordinated in right of payment to, the Notes or such Note Guarantees; and

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(5) such Indebtedness is Incurred by either (a) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (b) the Issuer or a Guarantor.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Parent or any of its Subsidiaries pursuant to which the Parent or any of its Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Entity (in the case of a transfer by the Parent or any of its Subsidiaries) or (2) any other Person (in the case of a transfer by a Receivables Entity or by the Parent or any of its Subsidiaries in connection with a European securitization transaction), or transfers an undivided interest in or grants a security interest in, any Receivables Assets (whether now existing or arising in the future) of the Parent or any of its Subsidiaries.

“Rating Agency” means (1) S&P, (2) Moody’s, or (3) if either or both of S&P and Moody’s shall not then exist, or do not then rate the Notes, a nationally recognized securities rating agency or agencies, as the case may be, selected by the Parent, which shall be substituted for S&P or Moody’s or both, as the case may be.

“Receivables Assets” means any accounts receivable and any assets related thereto, including, without limitation, all collateral securing such accounts receivable and assets and all contracts and contract rights including rights to returned or repossessed goods, all insurance policies, security deposits, indemnities, checks or other negotiable instruments relating to debtor(s) obligations, and all guarantees or other supporting obligations (within the meaning of the New York Uniform Commercial Code Section 9-102(a)(77)) (including Hedging Obligations), in respect of such accounts receivable and assets and all proceeds of the foregoing and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving Receivables Assets.

“Receivables Entity” means a Subsidiary of the Parent or another Person formed for the purposes of engaging in a Qualified Receivables Transaction or which is regularly engaged in receivables financings and to which the Parent or any of its Subsidiaries transfers Receivables Assets, and which is designated by the Board of Directors of the Parent or of such other Person (as provided below) to be a Receivables Entity (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (1) is guaranteed by the Parent or any Restricted Subsidiary of the Parent (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Receivables Undertakings), (2) is recourse to or obligates the Parent or any Restricted Subsidiary of the Parent (other than the Receivables Entity) in any way other than pursuant to Standard Receivables Undertakings or (3) subjects any property or asset of the Parent or any Restricted Subsidiary of the Parent (other than Receivables Assets and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to Standard Receivables Undertakings, (b) with which neither the Parent nor any Restricted Subsidiary of the Parent has any material contract, agreement, arrangement or understanding (other than on terms which the Parent reasonably believes to be no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent) other than fees payable in the ordinary course of business in connection with servicing Receivables Assets, and (c) with which neither the Parent nor any Restricted Subsidiary of the Parent has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Parent or of such other Person will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Parent or of such other Person giving effect to such designation, together with an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

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“Receivables Repurchase Obligation” means any obligation of a seller of Receivables Assets in a Qualified Receivables Transaction to repurchase Receivables Assets arising as a result of a breach of a Standard Receivables Undertaking, including as a result of a Receivables Asset or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Registrable Securities” means each of the Notes, until the earliest to occur of (a) the date on which such Note is exchanged in an Exchange Offer for an Exchange Note, (b) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act or by a broker-dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the prospectus contained therein) and (d) the date on which such Note ceases to be outstanding.

“Registration Rights Agreement” means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among the Issuer, the Guarantors, and the Initial Purchasers and (2) with respect to any Additional Notes, any registration rights agreement between the Issuer and the other parties thereto relating to the registration by the Issuer of such Additional Notes under the Securities Act.

“Replacement Assets” means (1) non-current assets that will be used or useful in a Permitted Business, (2) substantially all the assets of a Permitted Business, or (3) a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Restricted Payment” means, with respect to any Person, to:

(1) declare or pay any dividend or make any other payment or distribution with respect to any of the Parent’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any Restricted Subsidiary) or to the direct or indirect holders of the Parent’s or any Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable solely in Equity Interests (other than Disqualified Stock) of the Parent or in options, warrants or other rights to purchase such Equity Interests or (y) to the Parent or a Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent or any Restricted Subsidiary) any Equity Interests of the Parent held by any Person (other than by a Restricted Subsidiary) or any Equity Interests of any Restricted Subsidiary (other than by the Parent or another Restricted Subsidiary);

(3) call for redemption or make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, prior to the Stated Maturity thereof, any Indebtedness that is subordinated in right of payment to the Notes or any Note Guarantee except (a) in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, purchase or other acquisition or (b) intercompany Indebtedness permitted to be Incurred pursuant to clause (6) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”; or

(4) make any Investment (other than a Permitted Investment) in any Person, including any Investment in an Unrestricted Subsidiary (including by the designation of any Subsidiary as an Unrestricted Subsidiary).

“Restricted Subsidiary” means any Subsidiary of the Parent that is not an Unrestricted Subsidiary.

“Sale and Leaseback Transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or

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otherwise transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof. “Secured Indebtedness” means any Indebtedness secured by a Lien.

“Secured Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) outstanding Secured Indebtedness for borrowed money of such Person and its Restricted Subsidiaries as of such date of calculation (less the aggregate amount of cash and Cash Equivalents (other than restricted cash), in each case, that is held by such Person and its Restricted Subsidiaries as of such date free and clear of all Liens, other than Permitted Liens, in an amount not to exceed $150 million) determined on a consolidated basis in accordance with GAAP to (ii) Consolidated EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date of such calculation. In the event that the Parent or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officer’s Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Parent or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change of any associated Indebtedness and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any event, the pro forma calculations shall be made in good faith by a responsible or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event and (2) all adjustments of the nature set forth as “Conforming Adjustments” and “Pro Forma Adjustments” under “Unaudited Pro Forma Condensed Combined Financial Statements” in this offering memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve-month period

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immediately prior to the date of determination or if any such Indebtedness is subject to any foreign exchange contract, currency swap agreement or other similar agreement or arrangement with respect to the currency in which such Indebtedness is denominated covering principal of, premium, if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall be determined after giving effect to all payments in respect thereof under such foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“Senior Debt” means (a) any Indebtedness of the Parent that ranks senior in right of payment to the Notes or (b) any Indebtedness of a Guarantor that ranks senior in right of payment to such Guarantor’s Note Guarantee.

“Senior Secured Term Loan Facility” means the senior secured term loan and the senior secured delayed draw term loan of Tronox Pigments (Netherlands) B.V., as amended, supplemented, modified, extended, restructured, renewed, restated, refinanced or replaced in whole or in part from time to time, including, without limitation, by a Credit Facility.

“Significant Subsidiary” means any Restricted Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X under the Securities Act.

“Standard Receivables Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Parent or any Subsidiary of the Parent which are customary in a Qualified Receivables Transaction, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Receivables Undertaking.

“Stated Maturity” means, with respect to any installment of interest on or principal of any series of Indebtedness, the date on which such installment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any Person:

(1) a corporation a majority of whose Voting Stock is at the time owned or controlled, directly or indirectly, by such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof; and

(2) any other Person (other than a corporation), including, without limitation, a partnership, limited liability company, business trust or joint venture, in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, has at least majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other Person performing similar functions).

“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other additions thereto). “Taxes” and “Taxation” shall be construed to have corresponding meanings.

“Total Assets” means, with respect to any Person, the total consolidated assets of such Person and its Restricted Subsidiaries, without giving effect to any amortization of the amount of intangible assets since the Issue Date, as shown on the most recent balance sheet of such Person.

“Transaction” means the transactions contemplated by the Transaction Agreement dated as of September 25, 2011, as amended and restated on April 20, 2012 by and among Tronox Incorporated, Tronox Limited, Merger Sub One, Merger Sub Two, Exxaro, Exxaro Holdings Sands Proprietary Limited, a company organized under the laws of the Republic of South Africa and wholly-owned subsidiary of Exxaro and Exxaro International BV, a company organized under the laws of the Netherlands and wholly-owned subsidiary of Exxaro.

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“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then-remaining term of the Notes to August 15, 2015; provided, however, that if the then-remaining term of the Notes to August 15, 2015, is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then-remaining term of the Notes to August 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

“U.S. Entity” means any Person organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Parent that at the time of determination shall have been designated an Unrestricted Subsidiary by the Parent; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Parent may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any assets of, the Parent or any other Subsidiary that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(i) no Default has occurred and is continuing or would occur as a consequence thereof; or

(ii) (x) the Parent could Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of “—Certain Covenants-Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” or (y) the Fixed Charge Coverage Ratio of the Parent and the Restricted Subsidiaries is equal to or greater than immediately prior to such designation; and

(iii) either (x) the Subsidiary to be so designated has total assets of $1,000 or less or (y) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “—Certain Covenants—Limitation on Restricted Payments” (treating the Fair Market Value of the Parent’s proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP as the amount of the Investment).

The Parent may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(i) no Default has occurred and is continuing; and

(ii) Indebtedness of such Unrestricted Subsidiary and all Liens on any asset of such Unrestricted Subsidiary outstanding immediately following such re-designation would, if Incurred at such time, be permitted to be Incurred under the Indenture.

Any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, as the case may be, shall be approved by the Board of Directors of the Parent.

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“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then-remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof or similar payments with respect to such Disqualified Stock or Preferred Stock, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then-outstanding principal amount of such Indebtedness.

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EXCHANGE OFFER

Purpose of the Exchange Offer

The exchange offer is designed to provide holders of Old Notes with an opportunity to acquire Exchange Notes which, unlike the Old Notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state “blue sky” laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the Exchange Notes are being acquired in the ordinary course of the holder’s business and the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

The Old Notes were originally issued and sold on August 20, 2012, to the initial purchasers, pursuant to the purchase agreement dated August 15, 2012. The Old Notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by Section 4(2) of the Securities Act. The concurrent resale of the Old Notes by the initial purchasers to investors was done in reliance upon the exemptions provided by Rule 144A and Regulation S promulgated under the Securities Act. The Old Notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person in a transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available), (v) in accordance with another exemption from the registration requirements of the Securities Act or (vi) pursuant to an effective registration statement under the Securities Act.

In connection with the original issuance and sale of the Old Notes, we entered into the Registration Rights Agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the Exchange Notes for the Old Notes, pursuant to the exchange offer. The Registration Rights Agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of Old Notes who are able to make certain representations the opportunity to exchange their Old Notes for Exchange Notes.

Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the Exchange Notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the Exchange Notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any Exchange Notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the Registration Rights Agreement (including certain indemnification rights and obligations).

We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the Exchange Notes as it has in other interpretations to third parties.

Terms of the Exchange Offer; Period for Tendering Outstanding Old Notes

Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes that were acquired pursuant to Rule 144A or Regulation S validly tendered and not withdrawn prior to 11:59 p.m., New York City time, on the expiration date of the exchange offer.

We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Old Notes accepted in the exchange offer. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof.

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The form and terms of the Exchange Notes are the same as the form and terms of the outstanding Old Notes except that:

• the Exchange Notes will be registered under the Securities Act and will not have legends restricting their transfer; and

• the Exchange Notes will not contain the registration rights provisions contained in the outstanding Old Notes.

The Exchange Notes will evidence the same debt as the Old Notes and will be entitled to the benefits of the indentures governing the Old Notes.

We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended, referred to herein as the Exchange Act, and the rules and regulations of the SEC.

We will be deemed to have accepted validly tendered Old Notes when, as and if we have given oral (promptly confirmed in writing) or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us.

If any tendered Old Notes are not accepted for exchange because of an invalid tender or the occurrence of specified other events set forth in this prospectus, the certificates for any unaccepted Old Notes will be promptly returned, without expense, to the tendering holder.

Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “—Fees and Expenses” and “—Transfer Taxes” below.

The exchange offer will remain open for at least 20 full business days. The term “expiration date” will mean 11:59 p.m., New York City time, on,                     , 2013, unless we extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:

• notify the exchange agent of any extension by oral notice (promptly confirmed in writing) or written notice, and

• mail to the registered holders an announcement of any extension, and issue a notice by press release or other public announcement before such expiration date.

We reserve the right:

• if any of the conditions below under the heading “—Conditions to the Exchange Offer” shall have not been satisfied, to delay accepting any Old Notes in connection with the extension of the exchange offer, to extend the exchange offer, or to terminate the exchange offer, or

• to amend the terms of the exchange offer in any manner, provided, however, that if we amend the exchange offer to make a material change, including the waiver of a material condition, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least five business days after such amendment or waiver; provided further, that if we amend the exchange offer to change the percentage of Notes being exchanged or the consideration being offered, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least ten business days after such amendment or waiver.

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Any delay in acceptance, extension, termination or amendment will be followed promptly by oral or written notice by us to the registered holders.

Deemed Representations

To participate in the exchange offer, we require that you represent to us, among other things, that:

• you are acquiring Exchange Notes in exchange for your Old Notes in the ordinary course of business;

• you are not engaging in and do not intend to engage in (nor have you entered into any arrangement or understanding with any person to participate in) a distribution of the Exchange Notes within the meaning of the federal securities laws;

• you are not our “affiliate” as defined under Rule 405 of the Securities Act;

• you are not a broker-dealer tendering Old Notes directly acquired from us for your own account;

• if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Old Notes;

• the Old Notes to be exchanged for Exchange Notes were acquired by you as a result of market-making or other trading activities;

• you have not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the Exchange Notes; and

• you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes by so representing and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

• you are not acting on behalf of any person or entity that could not truthfully make those representations.

BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

Broker-dealers who cannot make the representations above cannot use this exchange offer prospectus in connection with resales of the Exchange Notes issued in the exchange offer.

Resale of Exchange Notes

Based on interpretations of the SEC staff set forth in no-action letters issued to unrelated third parties, we believe that Exchange Notes issued in the exchange offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by any Exchange Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• such Exchange Notes are acquired in the ordinary course of the holder’s business; and

• the holder does not intend to participate in the distribution of such Exchange Notes.

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the Exchange Notes, who is an affiliate of ours or who is a broker or dealer who acquired Old Notes directly from us:

• cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

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If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

With regard to broker-dealers, only broker-dealers that acquired the Old Notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of Exchange Notes only as specifically set forth in this prospectus.

Please read the section captioned “Plan of Distribution” for more details regarding these procedures for the transfer of Exchange Notes.

Procedures for Tendering Old Notes Through Brokers and Banks

Since the Old Notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain Exchange Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.

IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 11:59 PM (NEW YORK CITY TIME) DEADLINE ON                     , 2013.

You may tender some or all of your Old Notes in this exchange offer. However, Old Notes may be tendered only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof.

When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus.

The method of delivery of outstanding Old Notes and all other required documents to the exchange agent is at your election and risk.

We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes. We reserve the absolute right to:

• reject any and all tenders of any particular Old Note not properly tendered;

• refuse to accept any Old Note if, in our reasonable judgment or the judgment of our counsel, the acceptance would be unlawful; and

• waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer.

Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably

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determine. Neither us, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

Procedures for Brokers and Custodian Banks; DTC ATOP Account

In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent’s Message as described below.

The exchange agent, on our behalf, will seek to establish an Automated Tender Offer Program (“ATOP”) account with respect to the outstanding Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book-entry transfer of such Old Notes into our ATOP account in accordance with DTC’s procedures for such transfers. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an Agent’s Message is received by the exchange agent in compliance with ATOP procedures, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below prior to 11:59 p.m., New York City time on to the expiration date. The confirmation of a book entry transfer into the ATOP account as described above is referred to herein as a “Book-Entry Confirmation.”

The term “Agent’s Message” means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent’s Message stating that such participant has received the letter of transmittal and this prospectus and agrees to be bound by the terms of the letter of transmittal and the exchange offer set forth in this prospectus and that we may enforce such agreement against the participant.

Each Agent’s Message must include the following information:

• Name of the beneficial owner tendering such Old Notes;

• Account number of the beneficial owner tendering such Old Notes;

• Principal amount of Old Notes tendered by such beneficial owner; and

• A confirmation that the beneficial holder of the Old Notes tendered has made the representations for our benefit set forth under “—Deemed Representations” above.

BY SENDING AN AGENT’S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

The delivery of Old Notes through DTC, delivery of a letter of transmittal and any transmission of an Agent’s Message through ATOP is at the election and risk of the person tendering Old Notes. We will ask the exchange agent to instruct DTC to promptly return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.

THE AGENT’S MESSAGE MUST BE TRANSMITTED TO EXCHANGE AGENT ON OR BEFORE 11:59 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Acceptance of Outstanding Old Notes for Exchange; Delivery of Exchange Notes

We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we have given oral

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(promptly confirmed in writing) or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If we do not accept any tendered Old Notes for exchange by book-entry transfer because of an invalid tender or other valid reason, we will credit the Notes to an account maintained with DTC promptly after the exchange offer terminates or expires.

Withdrawal Rights

You may withdraw your tender of outstanding notes at any time before 11:59 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send a telegram, telex, letter or facsimile transmission notice of withdrawal (or in the case of outstanding senior notes transferred by book-entry transfer, an electronic ATOP transmission notice of withdrawal) so that it is received by the exchange agent before 11:59 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

• specify the name of the person that tendered the Old Notes to be withdrawn;

• identify the Old Notes to be withdrawn, including the CUSIP number and principal amount at maturity of the Old Notes; specify the name and number of an account at the DTC to which your withdrawn Old Notes can be credited;

• if applicable, be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Old Notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the Old Notes register the transfer of such Old Notes into the name of the person withdrawing the tender; and

• specify the name in which any such notes are to be registered, if different from that of the registered holder.

We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Old Notes and may terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us, prior to the expiration date:

• there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

(1) seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction;

(2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the Old Notes in the exchange offer;

(3) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or

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• any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that would, directly or indirectly, result in any of the consequences referred to in clauses (1), (2) or (3) above or would result in the holders of Exchange Notes having obligations with respect to resales and transfers of Exchange Notes which are greater than those described in the interpretation of the SEC referred to above;

• any of the following has occurred:

(1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market;

(2) any limitation by a governmental authority which adversely affects our ability to complete the transactions contemplated by the exchange offer;

(3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit;

(4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or

• any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the Old Notes or the Exchange Notes;

• there shall occur a change in the current interpretation by the Staff of the SEC permits the Exchange Notes issued pursuant to the exchange offer in exchange for Old Notes to be offered for resale, resold and otherwise transferred by holders thereof (other than broker-dealers and any such holder which is our affiliate within the meaning of Rule 405 promulgated under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes;

• any law, statute, rule or regulation shall have been adopted or enacted which would impair our ability to proceed with the exchange offer;

• a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings shall have been initiated or, to our knowledge, threatened for that purpose, or any governmental approval necessary for the consummation of the exchange offer as contemplated hereby has not been obtained; or

• we have received an opinion of counsel experienced in such matters to the effect that there exists any actual or threatened legal impediment (including a default or prospective default under an agreement, indenture or other instrument or obligation to which we are a party or by which we are bound) to the consummation of the transactions contemplated by the exchange offer.

If any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.

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These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, provided that we will not waive any condition with respect to an individual holder of Old Notes unless we waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties. Our failure at any time to exercise any of the foregoing rights will not be a waiver of our rights and each such right will be deemed an ongoing right which may be asserted at any time before the expiration of the exchange offer.

Exchange Agent

We have appointed Wilmington Trust, National Association as the exchange agent for the exchange offer. You should direct questions, requests for assistance, and requests for additional copies of this prospectus and the letter of transmittal that may accompany this prospectus to the exchange agent addressed as follows:

WILMINGTON TRUST, NATIONAL ASSOCIATION, EXCHANGE AGENT

By registered or certified mail, overnight delivery:

c/o Wilmington Trust Company, Corporate Capital Markets

Rodney Square North, 1100 North Market Street

Wilmington, Delaware 19890-1626

Call: (302) 636-6181

For facsimile transmission (for eligible institutions only):

(302) 636-4139

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

The principal solicitation is being made through DTC by Wilmington Trust, National Association, as exchange agent on our behalf. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable costs and expenses (including reasonable fees, costs and expenses of its counsel) incurred in connection with the provisions of these services and pay other registration expenses, including registration and filing fees, fees and expenses of compliance with federal securities and state blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursements to our independent certified public accountants. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

Additional solicitations may be made by telephone, facsimile or in person by our and our affiliates’ officers employees and by persons so engaged by the exchange agent.

Accounting Treatment

The Exchange Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be capitalized and expensed over the term of the Exchange Notes.

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Transfer Taxes

If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register Exchange Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, you will be responsible for paying any transfer tax owed.

Consequences of Failure to Exchange

The Old Notes that are not exchanged for Exchange Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Old Notes may be resold only:

• to us upon redemption thereof or otherwise;

• so long as the outstanding securities are eligible for resale pursuant to Rule 144A, to a person inside the United States who is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

• outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

• pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES.

If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the Registration Rights Agreement and described above, and your Old Notes will continue to be subject to the provisions of the respective indenture governing the Old Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer of the Old Notes imposed by the Securities Act and states securities law when we complete the exchange offer. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered notes will not continue to be entitled to any increase in interest rate that the indentures governing the Old Note provides for if we do not complete the exchange offer.

Under certain limited circumstances, the Registration Rights Agreement requires that we file a shelf registration statement if:

• we are not permitted by applicable law or SEC policy to file a registration statement covering the exchange offer or to consummate the exchange offer; or

• any holder of the Old Notes notifies the issuer prior to the 20th calendar day following the consummation of the exchange offer that:

• it is prohibited by law or SEC policy from participating in the exchange offer;

• it may not resell the Exchange Notes acquired by it in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales; or

• it is a broker-dealer and owns Old Notes acquired directly from the Issuer or an affiliate of the Issuer.

We will also register the Exchange Notes under the securities laws of jurisdictions that holders may request before offering or selling notes in a public offering. We do not intend to register Exchange Notes in any jurisdiction unless a holder requests that we do so.

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Old Notes may be subject to restrictions on transfer until:

• a person other than a broker-dealer has exchanged the Old Notes in the exchange offer;

• a broker-dealer has exchanged the Old Notes in the exchange offer and sells them to a purchaser that receives a prospectus from the broker, dealer on or before the sale;

• the Old Notes are sold under an effective shelf registration statement that we have filed; or

• the Old Notes are sold to the public under Rule 144 of the Securities Act.

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BOOK ENTRY, DELIVERY AND FORM

The Exchange Notes will be initially represented by one or more notes in registered global form without interest coupons (the “Global Notes”). The Global Notes will be deposited with the trustee, as custodian for the DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for the credit to an account of a direct or indirect participant in DTC as described below. We expect that, pursuant to procedures established by DTC, (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary (“participants”) and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Such accounts initially will be designated by or on behalf of the initial purchasers and ownership of beneficial interests in the Global Notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.

So long as DTC or its nominee is the registered owner or holder of the notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC’s procedures, in addition to those provided for under the indenture with respect to the notes.

Payments of the principal of, and premium (if any) and interest on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the issuer, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

We expect that DTC or its nominee, upon receipt of any payment of principal of, and premium (if any) and interest on the Global Notes, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC’s same-day funds system in accordance with DTC rules and will be settled in same-day funds.

DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction.

DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a “banking organization” within the meaning of the New York banking law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and

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pledges between participants’ accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

A Global Note is exchangeable for certificated notes in fully registered form without interest coupons (“Certificated Securities”) only in the following limited circumstances:

• DTC notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary within 90 days of such notice, or

• there shall have occurred and be continuing an event of default with respect to the notes under the indenture and DTC shall have requested the issuance of Certificated Securities.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax consequences of the exchange of Old Notes for Exchange Notes in the exchange offer. This summary is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations thereunder and administrative interpretations and judicial decisions, all as in effect on the date of this Registration Statement and all of which are subject to change, with possible retroactive effect. No opinion of counsel has been obtained, and the Company does not intend to seek a ruling from the IRS, as to any of the tax consequences discussed below. There can be no assurance that the IRS will not challenge one or more of the tax consequences described below.

This summary does not purport to address all tax consequences that may be important to a particular holder in light of that holder’s particular circumstances, and does not apply to persons subject to special treatment under United States federal income tax law (including, without limitation, a bank, governmental authority or agency, financial institution, insurance company, pass-through entity, tax-exempt organization, broker or dealer in securities or small business investment company, an employee of or other service provider to the Company or any of its subsidiaries, a person holding Old Notes that are a hedge against, or that are hedged against, currency risk or that are part of a straddle, constructive sale or conversion transaction, a person that owns more than 10% of the common stock of the Company (actually or constructively), a person that is in bankruptcy or a regulated investment company or real estate investment trust). This summary assumes that each holder of an Old Note holds such security as a “capital asset” within the meaning of Section 1221 of the Code. Additionally, this summary does not discuss any tax consequences that may arise under any laws other than United States federal income tax law, including under federal estate and gift tax laws or state, local or non-United States tax law.

The United States federal income tax consequences to a partner in an entity or arrangement treated as a partnership for United States federal income tax purposes that holds an Old Note generally will depend on the status of the partner and the activities of the partner and the partnership. A partnership, or a partner in a partnership, holding Old Notes should consult its own tax advisor.

THIS SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS RELEVANT TO A PARTICULAR HOLDER. ACCORDINGLY, THE FOLLOWING SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR FOR THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES APPLICABLE TO THE TRANSACTIONS DESCRIBED IN THIS REGISTRATION STATEMENT.

Consequences of Tendering Old Notes

The exchange of your Old Notes for Exchange Notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the Exchange Notes should not be considered to differ materially in kind or extent from the Old Notes exchanged therefor. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your Old Notes for Exchange Notes. For example, there should be no change in your tax basis and your holding period in the Old Notes should carry over to the Exchange Notes. In addition, the United States federal income tax consequences of holding and disposing of your Exchange Notes should be the same as those applicable to your Old Notes.

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PLAN OF DISTRIBUTION

Each broker or dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker or dealer in connection with resales of Exchange Notes received in exchange for Old Notes if the Old Notes were acquired as a result of market-making activities or other trading activities.

We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer to use in connection with any such resale for a period of at least one year after the expiration date. In addition, until (90 days after the date of this prospectus), all broker-dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

• in the over-the-counter market;

• in negotiated transactions; or

• through the writing of options on the Exchange Notes or a combination of such methods of resale.

These resales may be made:

• at market prices prevailing at the time of resale;

• at prices related to such prevailing market prices; or

• at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers. Brokers or dealers may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker or dealer that resells Exchange Notes that were received by it for its own account in the exchange offer may be deemed to be an underwriter within the meaning of the Securities Act.

Any profit on any resale of Exchange Notes and any commissions or concessions received by any broker or dealer may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of its outstanding notes directly from us and any broker or dealer that participates in a distribution of the exchange notes:

• may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993) and therefore may not participate in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Old Notes.

For a period of not less than one year after the expiration of the exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer

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that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to performance of our obligations in connection with the exchange offer, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Exchange Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act, to which they become subject, and will contribute to payments that they may be required to make.

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LEGAL MATTERS

Certain legal matters relating to the validity of the Exchange Notes and Exchange Guarantees will be passed upon for us by Kirkland & Ellis LLP, New York, New York. Certain matters of Australia law will be passed on by Ashurst Australia, Melbourne, Australia. Certain matters of English law will be passed on by Kirkland & Ellis International LLP, London, United Kingdom. Certain matters of Bahamian law will be passed on by Higgs & Johnson. Certain matters of the laws of the Kingdom of the Netherlands will be passed on by Bird & Bird LLP.

EXPERTS

The audited consolidated financial statements of Tronox Limited included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said reports.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1–800–SEC–0330 for further information on the Public Reference Room. Our SEC filings are also available to the public through the SEC’s website at http://www.sec.gov. General information about us, including our annual reports on Form 10–K, quarterly reports on Form 10–Q and current reports on Form 8–K, as well as any amendments and exhibits to those reports, are available free of charge through our website at http://www.tronox.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
UNAUDITED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012		F-2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012		F-3
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2013 AND DECEMBER 31, 2012		F-4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012		F-5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012		F-6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		F-7
AUDITED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-34
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012 (SUCCESSOR), THE ELEVEN MONTHS ENDED DECEMBER 31, 2011 (SUCCESSOR), ONE MONTH ENDED JANUARY 31, 2011 (PREDECESSOR) AND YEAR ENDED DECEMBER 31, 2010 (PREDECESSOR)		F-35
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2012 (SUCCESSOR), THE ELEVEN MONTHS ENDED DECEMBER 31, 2011 (SUCCESSOR), ONE MONTH ENDED JANUARY 31, 2011 (PREDECESSOR) AND YEAR ENDED DECEMBER 31, 2010 (PREDECESSOR)		F-36
CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2012 (SUCCESSOR) AND DECEMBER 31, 2011 (SUCCESSOR)		F-37
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2012 (SUCCESSOR), THE ELEVEN MONTHS ENDED DECEMBER 31, 2011 (SUCCESSOR), ONE MONTH ENDED JANUARY 31, 2011 (PREDECESSOR) AND YEAR ENDED DECEMBER 31, 2010 (PREDECESSOR)		F-38
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2012 (SUCCESSOR), THE ELEVEN MONTHS ENDED DECEMBER 31, 2011 (SUCCESSOR), ONE MONTH ENDED JANUARY 31, 2011 (PREDECESSOR) AND YEAR ENDED DECEMBER 31, 2010 (PREDECESSOR)		F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-40

F-1

TRONOX LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Millions of U.S. dollars, except share and per share data)

	Three Months Ended March 31,
	2013			2012
Net Sales	$	470		$	434
Cost of goods sold		438			277
Gross Margin		32			157
Selling, general and administrative expenses		51			44
Income (Loss) from Operations		(19	)		113
Interest and debt expense		(27	)		(8	)
Loss on extinguishment of debt		(4	)		—
Other income (expense)		6			(1	)
Income (Loss) before Income Taxes		(44	)		104
Income tax provision		(1	)		(18	)
Net Income (Loss)		(45	)		86
Income attributable to noncontrolling interest		12			—
Net Income (Loss) attributable to Tronox Limited	$	(57	)	$	86
Income (Loss) per Share, Basic and Diluted:
Basic	$	(0.50	)	$	1.14
Diluted	$	(0.50	)	$	1.10
Weighted Average Shares Outstanding (in thousands)(1):
Basic		113,317			75,390
Diluted		113,317			78,665

(1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 stock split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the unaudited condensed consolidated financial statements have been adjusted to reflect the stock split, unless otherwise noted.

See notes to unaudited condensed consolidated financial statements.

F-2

TRONOX LIMITED

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Millions of U.S. dollars)

	Three Months Ended March 31,
	2013			2012
Net Income (Loss):
Net income (loss)	$	(45	)	$	86
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(119	)		7
Retirement and postretirement plans:
Amortization of actuarial losses, net of taxes of less than $1 million in 2013		1			—
Other comprehensive income (loss)		(118	)		7
Total Comprehensive Income (Loss)	$	(163	)	$	93
Comprehensive Loss Attributable to Noncontrolling Interest:
Net income		12			—
Foreign currency translation adjustments		(28	)		—
Comprehensive loss attributable to noncontrolling interest		(16	)		—
Comprehensive Income (Loss) Attributable to Tronox Limited Shareholders	$	(147	)	$	93

See notes to unaudited condensed consolidated financial statements.

F-3

TRONOX LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Millions of U.S. dollars, except share and per share data)

	March 31, 2013			December 31, 2012
Current Assets
Cash and cash equivalents	$	1,375		$	716
Accounts receivable, net of allowance for doubtful accounts of $3 million and $3 million, respectively		416			391
Inventories		850			914
Prepaid and other assets		28			38
Deferred income taxes		41			114
Total Current Assets		2,710			2,173
Noncurrent Assets
Property, plant and equipment, net		1,360			1,423
Mineral leaseholds, net		1,377			1,439
Intangible assets, net		318			326
Long-term deferred tax assets		169			91
Other long-term assets		81			59
Total Assets	$	6,015		$	5,511
Current Liabilities
Accounts payable	$	162		$	189
Accrued liabilities		178			209
Short-term debt		—			30
Long-term debt due within one year		15			10
Income taxes payable		20			24
Current deferred income taxes		5			5
Total Current Liabilities		380			467
Noncurrent Liabilities
Long-term debt		2,396			1,605
Pension and postretirement healthcare benefits		175			176
Asset retirement obligations		105			106
Deferred income taxes		214			222
Other long-term liabilities		49			53
Total Liabilities		3,319			2,629
Contingencies and Commitments
Shareholders’ Equity
Class A ordinary shares, par value $0.01—64,262,967 shares issued and 62,210,323 shares outstanding at March 31, 2013 and 63,413,288 shares issued and 62,103,989 shares outstanding at December 31, 2012		1			1
Class B ordinary shares, par value $0.01—51,154,280 shares issued and outstanding at March 31, 2013 and December 31, 2012		—			—
Capital in excess of par value		1,435			1,429
Retained earnings		1,228			1,314
Accumulated other comprehensive loss		(185	)		(95	)
Total Shareholders’ Equity		2,479			2,649
Noncontrolling interest		217			233
Total Equity		2,696			2,882
Total Liabilities and Equity	$	6,015		$	5,511

See notes to unaudited condensed consolidated financial statements.

F-4

TRONOX LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Millions of U.S. dollars)

	Three Months Ended March 31,
	2013			2012
Cash Flows from Operating Activities:
Net income (loss)	$	(45	)	$	86
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		73			22
Deferred income taxes		3			—
Share-based compensation expense		5			7
Amortization of debt issuance costs and discount on debt		2			1
Loss on extinguishment of debt		4			—
Pension and postretirement healthcare benefit expense, net		2			2
Other noncash items affecting net income		10			2
Contributions to employee pension and postretirement plans		(1	)		—
Changes in assets and liabilities:
Increase in accounts receivable		(36	)		(73	)
Decrease (increase) in inventories		24			(93	)
Decrease in prepaid and other assets		11			—
(Decrease) increase in accounts payable and accrued liabilities		(41	)		6
(Decrease) increase in taxes payable		(7	)		15
Other, net		(5	)		(1	)
Cash used in operating activities		(1	)		(26	)
Cash Flows from Investing Activities:
Capital expenditures		(45	)		(21	)
Cash used in investing activities		(45	)		(21	)
Cash Flows from Financing Activities:
Reductions of debt		(179	)		(421	)
Proceeds from borrowings		945			550
Debt issuance costs		(28	)		(19	)
Dividends paid		(29	)		—
Proceeds from conversion of warrants		1			1
Cash provided by financing activities		710			111
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(5	)		5
Net Increase in Cash and Cash Equivalents		659			69
Cash and Cash Equivalents at Beginning of Period		716			154
Cash and Cash Equivalents at End of Period	$	1,375		$	223

See notes to unaudited condensed consolidated financial statements.

F-5

TRONOX LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(Millions of U.S. dollars)

	Tronox Limited Class A Ordinary Shares		Tronox Limited Class B Ordinary Shares		Capital in Excess of par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity			Non-controlling Interest			Total Equity
Three Months Ended March 31, 2013
Balance at December 31, 2012	$	1	$	—	$	1,429	$	1,314		$	(95	)	$	2,649		$	233		$	2,882
Net income (loss)		—		—		—		(57	)		—			(57	)		12			(45	)
Other comprehensive loss		—		—		—		—			(90	)		(90	)		(28	)		(118	)
Share-based compensation		—		—		5		—			—			5			—			5
Warrants exercised		—		—		1		—			—			1			—			1
Class A and Class B dividend declared		—		—		—		(29	)		—			(29	)		—			(29	)
Balance at March 31, 2013	$	1	$	—	$	1,435	$	1,228		$	(185	)	$	2,479		$	217		$	2,696
	Tronox Incorporated Common Shares		Tronox Class A Common Shares		Tronox Class B Common Shares		Capital in Excess of par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Shares			Total Shareholders’ Equity
Three Months Ended March 31, 2012
Balance at December 31, 2011	$	—	$	—	$	—	$	579		$	242		$	(57	)	$	(12	)	$	752
Net income		—		—		—		—			86			—			—			86
Other comprehensive income		—		—		—		—			—			7			—			7
Warrants exercised		—		—		—		—			—			—			—			—
Share-based compensation		—		—		—		4			—			—			(1	)		3
Balance at March 31, 2012	$	—	$	—	$	—	$	583		$	328		$	(50	)	$	(13	)	$	848

See notes to unaudited condensed consolidated financial statements.

F-6

TRONOX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Millions of U.S. dollars, except share and per share data or unless otherwise noted)

1. The Company

Tronox Limited, a public limited company registered under the laws of the State of Western Australia, Australia, and its subsidiaries (collectively referred to as “Tronox” or “the Company”) is a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). The Company’s world-class, high performance TiO₂ products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. The Company’s mineral sands business consists primarily of two product streams—titanium feedstock and zircon. Titanium feedstock is primarily used to manufacture TiO_2. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV screen glass and a range of other industrial and chemical products. Tronox has global operations in North America, Europe, South Africa and Australia. The Company operates three TiO₂ facilities at the following locations: Hamilton, Mississippi, Botlek, the Netherlands, and Kwinana, Western Australia, representing approximately 465,000 tonnes of annual TiO₂ production capacity. Additionally, Tronox operates three separate mining operations: KwaZulu-Natal (“KZN”) Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo located in Western Australia, which have a combined annual production capacity of approximately 753,000 tonnes of titanium feedstock and approximately 265,000 tonnes of zircon.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (defined below). Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. On September 25, 2011, Tronox Incorporated, a Delaware corporation formed on May 17, 2005 (“Tronox Incorporated”), in preparation for the contribution and transfer by Kerr-McGee Corporation of certain entities, including those comprising substantially all its chemical business, entered into a definitive agreement (as amended, the “Transaction Agreement”) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of its South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture (together the “mineral sands business”) (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

On May 4, 2012, Tronox Limited registered Class A ordinary shares (“Class A Shares”) to be issued to shareholders of Tronox Incorporated in connection with the completion of the Transaction. On the Transaction Date, Tronox Limited issued 9,950,856 Class B ordinary shares (“Class B Shares”) to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Under the terms of the Transaction Agreement, Exxaro agreed that for a three-year period after the completion of the Transaction, it would not engage in any transaction or other action, that would result in its beneficial ownership of the voting shares of Tronox Limited to exceed 45% of the total issued shares of Tronox Limited. At March 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited.

2. Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited, and have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and

F-7

notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The December 31, 2012 balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP for complete financial statements.

The unaudited condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012 relate to Tronox Limited. The unaudited condensed consolidated statements of operations and cash flows for the three months ended March 31, 2013 reflect the consolidated operating results of Tronox Limited. The unaudited condensed consolidated statements of operations and cash flows for the three months ended March 31, 2012 reflect the consolidated operating results of Tronox Incorporated.

Prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture with Exxaro Australia Sands Pty Ltd. The Tiwest Joint Venture was a contractual relationship between Tronox Incorporated and Exxaro whereby each party held an undivided interest in each asset of the joint venture, and each party was proportionally liable for each of the joint venture’s liabilities. The Tiwest Joint Venture was not a separate legal entity and did not enter into any transactions. Transactions were entered into by the joint venture partners who had the right to sell their own product, collect their proportional share of the revenues and absorb their share of costs. As such, Tronox Incorporated did not account for the Tiwest Joint Venture under the equity method. Instead, Tronox Incorporated accounted for its share of the Tiwest Joint Venture’s assets that were jointly controlled and its share of liabilities for which it was jointly responsible on a proportionate gross basis in its unaudited Condensed Consolidated Balance Sheet. Additionally, Tronox Incorporated accounted for the revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis in its unaudited Condensed Consolidated Statements of Operations. As of the Transaction Date, the Company owns 100% of the Tiwest Joint Venture operations. As such, the unaudited Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012 includes 100% of the Tiwest operations assets and liabilities. The unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2013 reflect 100% of the revenue and expenses of the Tiwest operations, while the unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2012 reflects Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate within one year of the date of the financial statements due to one or more future confirming events could have a material effect on the financial statements. The consolidated results of operations for interim periods are not necessarily indicative of results for the entire year.

Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. Such reclassifications did not have an impact on the Company’s net income or consolidated results of operations.

3. Recent Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2013-5, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-5”), which addresses the treatment of the cumulative translation adjustment into net income when a parent either sells its investment in a foreign entity or no longer holds controlling financial interest in a subsidiary or group of assets within a foreign entity. ASU 2013-5 is effective prospectively for periods beginning after December 15, 2013; however early adoption is permitted. The Company has not yet determined the impact, if any, that ASU 2013-5 will have on the consolidated financial statements.

F-8

During 2013, the Company adopted ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires the presentation of the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, if the item is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The adoption of this guidance did not have a significant impact on the consolidated financial statements.

4. Acquisition of the Mineral Sands Business

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire the mineral sands business. The Company accounted for the Transaction under Accounting Standards Codification (“ASC”) 805, Business Combinations, (“ASC 805”). The excess of the fair value of the net assets acquired over the value of consideration was recorded as an initial bargain purchase gain. Subsequent to the Transaction, the Company made adjustments to its initial valuation. Further adjustments may result before the end of the measurement period, which ends in June 2013. The bargain purchase gain was not taxable for income tax purposes.

Mineral Sands Business Results of Operations

The following table includes net sales and income from operations on a segment basis attributable to the acquired mineral sands business for the three months ended March 31, 2013. The results of the acquired mineral sands business are included in both the mineral sands segment and the pigment segment.

	Mineral Sands		Pigment			Eliminations			Total
Net Sales	$	241	$	—		$	(107	)	$	134
Income (Loss) from Operations	$	74	$	(17	)	$	(18	)	$	39

Supplemental Pro forma financial information

The following unaudited pro forma information gives effect to the Transaction as if it had occurred on the first day of the first quarter of fiscal 2012. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as (1) converting the mineral sands business financial statements to U.S. GAAP, (2) conforming the mineral sands business accounting policies to those applied by Tronox Incorporated, (3) to record certain incremental expenses resulting from purchase accounting adjustments, such as incremental depreciation expense in connection with fair value adjustments to property, plant and equipment, (4) to eliminate intercompany transactions between Tronox Incorporated and the mineral sands business, (5) to record the effect on interest expense related to borrowings in connection with the Transaction and (6) to record the related tax effects. The unaudited pro forma financial information is for illustrative purposes only and should not be relied upon as being indicative of the historical results that would have been obtained if the Transaction had actually occurred on that date, nor the results of operations in the future.

In accordance with ASC 805, the supplemental pro forma results of operations for the three months ended March 31, 2012:

	2012
Net Sales	$	562
Income from Operations	$	200
Net Income	$	153
Net Income attributable to Tronox Limited Shareholders	$	143
Basic earnings per share attributable to Tronox Limited Shareholders	$	1.13
Diluted earnings per share attributable to Tronox Limited Shareholders	$	1.10

F-9

5. Accounts Receivable

Accounts receivable, net of allowance for doubtful accounts, consisted of the following:

	March 31, 2013			December 31, 2012
Trade receivables	$	400		$	371
Related parties		1			—
Other		18			23
Total		419			394
Allowance for doubtful accounts		(3	)		(3	)
Net	$	416		$	391

6. Inventories

Inventories consisted of the follows:

	March 31, 2013		December 31, 2012
Raw materials	$	239	$	221
Work-in-process		87		99
Finished goods(1)		406		477
Materials and supplies, net(2)		118		117
Total	$	850	$	914

(1) Includes inventory on consignment to others of approximately $65 million and $42 million at March 31, 2013 and December 31, 2012, respectively.

(2) Materials and supplies consist of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of the Company’s products.

7. Property, Plant and Equipment, Net

Property, plant and equipment, net of accumulated depreciation and amortization, consisted of the following:

	March 31, 2013			December 31, 2012
Land and land improvements	$	81		$	80
Buildings		186			194
Machinery and equipment		1,132			1,158
Construction-in-progress		147			153
Furniture and fixtures		17			7
Other		7			6
Total		1,570			1,598
Less accumulated depreciation and amortization		(210	)		(175	)
Net	$	1,360		$	1,423

Depreciation expense related to property, plant and equipment for the three months ended March 31, 2013 and 2012 was $42 million and $16 million, respectively.

F-10

8. Mineral Leaseholds, Net

Mineral leaseholds, net of accumulated depletion, consisted of the following:

	March 31, 2013			December 31, 2012
Mineral leaseholds	$	1,462		$	1,502
Less accumulated depletion		(85	)		(63	)
Net	$	1,377		$	1,439

Depletion expense related to mineral leaseholds for the three months ended March 31, 2013 and 2012 was $24 million and less than $1 million, respectively.

9. Intangible Assets, Net

The gross cost and accumulated amortization of intangible assets, by major intangible asset category, were as follows:

	March 31, 2013
	Gross Cost		Accumulated Amortization			Foreign Currency			Net Carrying Amount
Customer relationships	$	294	$	(44	)	$	—		$	250
TiO2 technology		32		(3	)		—			29
Internal-use software		38		(3	)		(1	)		34
In-process research and development		5		(2	)		—			3
Trade names		3		(2	)		—			1
Other		1		—			—			1
Total	$	373	$	(54	)	$	(1	)	$	318

	December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(39	)	$	255
TiO2 technology		32		(3	)		29
Internal-use software		38		(2	)		36
In-process research and development		5		(2	)		3
Trade names		3		(1	)		2
Other		1		—			1
Total	$	373	$	(47	)	$	326

Amortization expense related to intangible assets for the three months ended March 31, 2013 and 2012 was $7 million and $6 million, respectively. Estimated future amortization expense related to intangible assets is as follows:

	Total Amortization
2013	$	21
2014		27
2015		26
2016		25
2017		25
Thereafter		194
Total	$	318

F-11

10. Accrued Liabilities

Accrued liabilities consisted of the following:

	March 31, 2013		December 31, 2012
Unfavorable sales contracts	$	59	$	64
Taxes other than income taxes		50		58
Employee-related costs and benefits		42		45
Interest		8		22
Sales rebates		13		13
Other		6		7
Total	$	178	$	209

11. Debt

Short-term Debt

Short-term debt consisted of the following:

	Maturity Date		March 31, 2013		December 31, 2012
UBS Revolver		6/18/17	$	—	$	—
ABSA Revolver(1)		6/14/17		—		30
Wells Revolver(2)				—		—
Total			$	—	$	30

(1) Average effective interest rate of 8.43 % and 8.5% during the three months ended March 31, 2013 and 2012, respectively.

(2) Average effective interest rate of 5.25% during the three months ended March 31, 2012.

UBS Revolver

On June 18, 2012, in connection with the closing of the Transaction, the Company entered into a global senior secured asset-based syndicated revolving credit agreement with UBS AG (the “UBS Revolver”). The UBS Revolver provides the Company with a committed source of capital with a principal borrowing amount of up to $300 million, subject to a borrowing base. In connection with its entry into the Amended and Restated Credit Agreement on March 19, 2013, the Company amended the UBS Revolver to allow for the increased size of the Term Loan over the Term Facility (see “Term Loan” below). At March 31, 2013, the Company’s available borrowing base was $275 million.

In connection with obtaining the UBS Revolver, the Company incurred debt issuance costs of approximately $7 million. During the three months ended March 31, 2013, amortization expense amounted to less than $1 million.

ABSA Revolving Credit Facility

In connection with the Transaction, the Company entered into a R900 million (approximately $98 million as of March 31, 2013) revolving credit facility with ABSA Bank Limited acting through its ABSA Capital Division (the “ABSA Revolver”). During the three months ended March 31, 2013, the Company had repayments of R250 million (approximately $29 million). At March 31, 2013, the Company had no amounts drawn on the ABSA Revolver.

F-12

In connection with obtaining the ABSA Revolver, the Company incurred debt issuance costs of $1 million. During the three months ended March 31, 2013, amortization expense amounted to less than $1 million.

Wells Revolver

On February 14, 2011, Tronox Incorporated entered into a $125 million senior secured asset-based revolving credit agreement with Wells Fargo Capital Finance, LLC (the “Wells Revolver”). The Wells Revolver provided the Company with a committed source of capital with a principal borrowing amount of up to $125 million subject to a borrowing base. On February 8, 2012, the Company amended the Wells Revolver to facilitate the Transaction while keeping the revolver in force. During 2012, the Company borrowed $30 million against the Wells Revolver, which was repaid with borrowings under the UBS Revolver. On June 18, 2012, the Company refinanced the Wells Revolver with the UBS Revolver.

Long-Term Debt

Long-term debt consisted of the following:

	Principal Amount		Maturity Date		March 31, 2013			December 31, 2012
Term Loan, net of unamortized discount of $12 million at March 31, 2013(1)	$	1,500		3/19/20	$	1,488		$	—
Senior Notes	$	900		8/15/20		900			900
Term Facility, net of unamortized discount of $6 million at December 31, 2012(2)	$	700		2/8/18		—			691
Co-generation Unit Financing Arrangement	$	16		2/1/16		9			10
Lease financing						14			14
Total debt						2,411			1,615
Less: Long-term debt due in one year						(15	)		(10	)
Long-term debt					$	2,396		$	1,605

(1) Average effective interest rate of 4.75% in 2013.

(2) Average effective interest rate of 5.0% and 5.0% in 2013 and 2012, respectively.

At March 31, 2013, the scheduled maturities of the Company’s long-term debt were as follows:

	Total Debt
2013	$	10
2014		19
2015		19
2016		15
2017		15
Thereafter		2,345
Total		2,423
Remaining accretion of discount associated with the Term Loan		(12	)
Total debt	$	2,411

Term Facility

On February 8, 2012, Tronox Incorporated’s wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., entered into a term loan facility with Goldman Sachs Bank USA comprised of a $550 million Senior Secured Term Loan (the “Senior Secured Term Loan”) and a $150 million Senior Secured Delayed Draw Term

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Loan (the “Senior Secured Delayed Draw” together, the “Term Facility”). The Term Facility was issued net of an original issue discount of $7 million, or 1% of the initial principal amount, which is being amortized over the life of the Term Facility. On June 14, 2012, in connection with the closing of the Transaction, Tronox Pigments (Netherlands) B.V. drew down the $150 million Senior Secured Delayed Draw. In connection with obtaining the Term Facility, Tronox Incorporated incurred debt issuance costs of $17 million, which are recorded in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets, and are being amortized through the maturity date.

On February 28, 2013, Tronox Pigments (Netherlands) B.V. repaid the outstanding principal balance of $149 million, plus interest, related to the $150 million Senior Secured Delayed Draw. In accordance with ASC 470, Debt, (“ASC 470”), the Company accounted for such repayment as an extinguishment of debt. As such, the Company recognized a loss on the early extinguishment of debt of $4 million related to the allocated portion of the unamortized original issue discount and debt issuance costs.

The Company allocated these amounts between the $550 million Senior Secured Term Loan and the $150 million Senior Secured Delayed Draw as follows:

	Outstanding Balance		Percentage of Outstanding Balance			Allocation of Unamortized Costs		Loss Extinguishment of Debt
Senior Secured Term Loan	$	547		79	%	$	16	$	—
Senior Secured Delayed Draw		149		21	%		4		4
Total	$	696		100	%	$	20	$	4

Term Loan

On March 19, 2013, Tronox Pigments (Netherlands) B.V., Tronox Limited, and certain subsidiaries of Tronox Limited named as guarantors, entered into an Amended and Restated Credit and Guaranty Agreement with Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents. Pursuant to the Amended and Restated Credit Agreement, the Company obtained a $1.5 billion senior secured term loan (the “Term Loan”), which matures in March 2020. The terms of the Amended and Restated Credit Agreement are substantially similar to the Company’s prior Term Facility. The Term Loan was issued net of an original issue discount of $7 million, or 0.5% of the principal balance.

In accordance with ASC 470, the outstanding principal balance of the Senior Secured Term Loan of $547 million, which became part of the Term Loan, was accounted for as a debt modification. As such, the unamortized original issue discount of $5 million and debt issuance costs of $11 million related to the Term Facility will continue to be amortized over the life of the Term Loan.

The Term Loan bears interest at a base rate plus the applicable margin of 2.5% per annum, or adjusted Eurodollar rate plus the applicable margin of 3.5% per annum. The base rate is defined as the greater of (i) the prime lending rate as quoted in the print edition of The Wall Street Journal or (ii) the Federal Funds Effective rate in effect on such day plusone half of 1%; provided, however, that the Base Rate is not less than 2% per annum.

Additionally, in connection with obtaining the Term Loan, the Company incurred debt issuance costs of $28 million, which are recorded in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets, and are being amortized through the maturity date. For the three month ended March 31, 2013, amortization expense amounted to less than $1 million.

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Senior Notes

On August 20, 2012, Tronox Limited’s wholly-owned subsidiary, Tronox Finance LLC, issued $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Senior Notes”). The Senior Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Senior Notes bear interest semiannually at a rate equal to 6.375% and were sold at par value. The Senior Notes are fully and unconditionally guaranteed on a senior, unsecured basis by Tronox Limited and certain of its subsidiaries. The Senior Notes are redeemable at any time at the Company’s discretion. The Senior Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Company recorded debt issuance fees of $18 million, which are being amortized over the life of the debt, and are included in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets. During the three months ended March 31, 2013, amortization expense amounted to $1 million.

Exit Financing Facility

On February 14, 2011, Tronox Incorporated’s senior secured super-priority DIP and Exit Credit Agreement with Goldman Sachs Lending Partners, in accordance with its terms, converted into a $425 million exit facility with a maturity date of October 21, 2015 (the “Exit Financing Facility”). On February 8, 2012, Tronox Incorporated refinanced the Exit Facility with the Term Facility, as discussed above. In connection with the refinancing, the Company repaid $421 million.

Co-generation Unit Financing Arrangement

In March 2011, in order to finance its share of the asset purchase for the Tiwest Joint Venture, Tronox Incorporated incurred debt totaling $8 million. In connection with the Transaction, the Company acquired the remaining 50% undivided interest in the co-generation plant from Exxaro, along with its debt of $6 million. Under the financing arrangement, monthly payments are required, and interest accrues on the outstanding balance at the rate of 6.5% per annum. During the three months ended March 31, 2013, the Company made principal repayments of approximately $1 million.

Lease Financing

In connection with the Transaction, the Company acquired capital lease obligations in South Africa, which are payable through 2032 at a weighted average interest rate of approximately 17%. At March 31, 2013, such obligations had a net book value of assets recorded under capital leases aggregating $8 million. During 2013, the Company made payments of less than $1 million.

Fair Value

The Company’s debt is recorded at historical amounts. At March 31, 2013, the fair value of the Term Loan and Senior Notes was $1,523 million and $882 million, respectively. The Company determined the fair value of both the Senior Notes and the Term Loan using the Bloomberg market price as of March 31, 2013. At December 31, 2012, the fair value of the Senior Notes and the Term Facility was $910 million and $709 million, respectively. The fair value hierarchy for long-term debt is a Level 2 input.

Debt Covenants

At March 31, 2013, the Company had financial covenants in the UBS Revolver, the ABSA Revolver and the Term Loan.

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The terms of the Amended and Restated Credit Agreement are substantially similar to the Company’s prior Credit and Guaranty Agreement with Goldman Sachs Bank USA, dated February 8, 2012, except that the Amended and Restated Credit Agreement (i) eliminates financial maintenance covenants (ii) permits, subject to certain conditions, incurrence of additional senior secured debt up to a leverage ratio of 2:1, (iii) increases the Company’s ability to incur debt in connection with permitted acquisitions and its ability to incur unsecured debt, and (iv) allows for the payment of a $0.25 per share dividend each fiscal quarter . Otherwise, the terms of the Amended and Restated Credit Agreement provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) disposition of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders.

The Term Facility and the UBS Revolver are subject to an intercreditor agreement pursuant to which the lenders’ respective rights and interests in the security are set forth. At March 31, 2013, only the ABSA Revolver had a financial maintenance covenant. The Company was in compliance with its financial covenants at March 31, 2013.

The Company has pledged the majority of our U.S. assets and certain assets of its non-U.S. subsidiaries in support of its outstanding debt.

Interest and Debt Expense

Interest and debt expense consisted of the following:

	Three Months Ended March 31,
	2013			2012
Interest expense	$	26		$	7
Amortization of deferred debt issuance costs and discount on debt		2			1
Capitalized interest		(1	)		—
Interest and debt expense	$	27		$	8

12. Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at Tronox’s credit-adjusted risk-free interest rate. The Company classifies accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the unaudited Condensed Consolidated Statements of Operations.

The Company’s AROs are as follows:

• the KZN mine and the Namakwa Sands mine, both in South Africa, to restore the areas that have been disturbed as required under the mining leases;

• decommissioning on wet and dry separation plants and smelting operations in South Africa;

• mine closure and rehabilitation costs in Western Australia to restore the area that has been disturbed, as required under the mining lease;

• plant closure and exit costs associated with certain industrial sites in Western Australia, whereby the Company is required to return the sites to their original states under licensing conditions;

• plant closure and exit costs associated with the Botlek, the Netherlands facility, whereby the Company is required to return the site back to its original state at the end of its long-term lease; and

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• landfill closure costs at the Hamilton, Mississippi facility to address one-time closure costs (cap with liner and cover with soil) and annual monitoring costs of the closed landfill under applicable state environmental laws in Mississippi.

The changes in AROs during the three months ended March 31, 2013 were as follows:

	Three Months Ended March 31, 2013
Beginning balance, December 31, 2012	$	113
Additions		1
Accretion expense		2
Changes in estimates, including cost and timing of cash flows		(4	)
Settlements/payments		(1	)
Ending balance, March 31, 2013	$	111
Current portion included in accrued liabilities	$	6
Noncurrent portion	$	105

AROs, by geographic region, were as follows:

	At March 31, 2013
Australia	$	67
South Africa		32
The Netherlands		11
United States		1
Total	$	111

Environmental Rehabilitation Trust

The Company has established an environmental rehabilitation trust in respect of the prospecting and mining operations in South Africa in accordance with applicable regulations. The trustees of the fund are appointed by the Company, and consist of sufficiently qualified Tronox Limited employees capable of fulfilling their fiduciary duties. The environmental rehabilitation trust receives, holds, and invests funds for the rehabilitation or management of negative environmental impacts associated with mining and exploration activities. The contributions are aimed at providing sufficient funds at date of estimated closure of mining activities to address the rehabilitation and environmental impacts. Funds accumulated for a specific mine or exploration project can only be utilized for the rehabilitation and environmental impacts of that specific mine or project. Currently, the funds are invested in highly liquid, short-term instruments; however, the investment growth strategy has not been finalized. If a mine or exploration project withdraws from the fund for whatever valid reason, the funds accumulated for such mine or exploration project are transferred to a similar fund approved by management. At March 31, 2013 and December 31, 2012, the environmental rehabilitation trust assets were $19 million and $20 million, respectively, which were recorded in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets.

13. Commitments and Contingencies

Purchase Commitments—At March 31, 2013, purchase commitments were $99 million for the remainder of 2013, $95 million for 2014, $33 million for 2015, $20 million for 2016, $19 million for 2017 and $111 million thereafter.

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Letters of Credit—At March 31, 2013, the Company had outstanding letters of credit, bank guarantees and performance bonds of approximately $51 million, of which $25 million in letters of credit were issued under the UBS Revolver and $18 million were bank guarantees issued by ABSA.

Legal—The Western Australia Office of State Revenue (the “OSR”) continues to review their technical position on the imposition of stamp duty on the transfer of Tronox Incorporated’s shares related to Kerr-McGee’s restructuring in 2002 and from the share transfer related to the spinoff of Tronox Incorporated from Kerr-McGee in 2005. On January 17, 2012, the OSR contacted the Company seeking additional information related to the 2005 spinoff. On October 20, 2012, the OSR rendered its assessment of $5 million, comprised of a primary stamp duty liability of $3 million and penalty tax of $2 million. The Company had accrued $3 million at December 31, 2012, which was recorded in “Trade and other payables” in the unaudited Condensed Consolidated Balance Sheets. As required by law, the Company paid the entire amount of the assessment in January 2013; however it has submitted an objection to the penalty, setting out the reasons that the Commissioner of State Revenue has erred in the imposition of the penalty. The decision is expected in respect of this matter in 2013. If the objection is unsuccessful, the Company may appeal to the State Administrative Tribunal for review of the decision. The Company intends to exercise all its legal and administrative options in order to oppose the imposition of the penalty.

Environmental Contingencies—In accordance with ASC 450, Contingencies, the Company recognizes a loss and records an undiscounted liability when litigation has commenced or a claim or an assessment has been asserted or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be estimated. It is not possible for the Company to reliably estimate the amount and timing of all future expenditures related to environmental matters because, among other reasons, environmental laws and regulations, as well as enforcement policies and clean up levels, are continually changing, and the outcome of court proceedings, alternative dispute resolution proceedings (including mediation) and discussions with regulatory agencies are inherently uncertain.

The Company believes that it has reserved adequately for the probable and reasonably estimable costs of known contingencies. There is no environmental litigation, claim or assessment that has been asserted nor is there any probability of an assessment or a claim for which the Company has not recorded a liability. However, additions to the reserves may be required as additional information is obtained that enables the Company to better estimate its liabilities. The Company cannot reliably estimate the amount of future additions to the reserves at this time. In certain situations, reserves may be probable but not estimable. Additionally, sites may be identified in the future where the Company could have potential liability for environmental related matters. If a site is identified, the Company will evaluate to determine what reserve, if any, should be established.

Other Matters—From time to time, the Company may be party to a number of legal and administrative proceedings involving environmental and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on the Company. These proceedings may be associated with facilities currently or previously owned, operated or used by the Company and/or its predecessors, some of which may include claims for personal injuries, property damages, cleanup costs and other environmental matters. Current and former operations of the Company may also involve management of regulated materials, which are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (the “RCRA”) or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which the Company operates.

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14. Shareholders’ Equity

The changes in outstanding shares for the three months ended March 31, 2013 were as follows:

Tronox Limited Class A Shares outstanding:
Balance at December 31, 2012	62,103,989
Shares issued for share-based compensation	25,319
Shares issued for warrants exercised(1)	81,015
Balance at March 31, 2013	62,210,323
Tronox Limited Class B Shares outstanding:
Balance at December 31, 2012	51,154,280
Balance at March 31, 2013	51,154,280

(1) As of March 31, 2013, there were 357,570 Series A warrants and 465,465 Series B warrants outstanding.

Dividends Declared

On February 19, 2013, the Board declared a quarterly dividend of $0.25 per share which was paid on March 20, 2013 to holders of our Class A Shares and Class B Shares at close of business on March 6, 2013, totaling approximately $29 million. On May 7, 2013, the Board declared a quarterly dividend of $0.25 per share to holders of Class A Shares and Class B Shares, totaling approximately $29 million.

15. Noncontrolling Interest

In connection with the Transaction, Exxaro and its subsidiaries retained a 26% ownership interest in each of Tronox KZN Sands Pty Ltd and Tronox Mineral Sands Pty Ltd in order to comply with the ownership requirements of the Black Economic Empowerment (“BEE”) legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances (i.e., the earlier of the termination of the Empowerment Period or the tenth anniversary of completion of the Transaction).

The changes in noncontrolling interest on the Company’s unaudited Condensed Consolidated Balance Sheets were as follows:

Balance at December 31, 2012	$	233
Net income attributable to noncontrolling interest		12
Effect of exchange rate changes		(28	)
Balance at March 31, 2013	$	217

16. Income Taxes

The Company’s operations are conducted through its various subsidiaries in a number of countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. For the three months ended March 31, 2013, Tronox Limited is the public parent registered under the laws of the State of Western Australia. For the three months ended March 31, 2012, Tronox Incorporated was the public parent, a Delaware corporation, registered in the United States.

	Three Months Ended March 31,
	2013			2012
Income tax provision	$	1		$	18
Income (Loss) before Income Taxes	$	(44	)	$	104
Effective tax rate		(2	)%		17	%

F-19

The negative effective tax rate for the three months ended March 31, 2013, differs from the Australian statutory rate of 30% primarily due to withholding tax accruals, valuation allowances in the United States, and income in foreign jurisdictions taxed at rates different than 30%. The effective tax rate for the three months ended March 31, 2012, differs from the US statutory rate of 35% primarily due to valuation allowances in the United States and income in foreign jurisdictions taxed at rates different than 35%.

The Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of current alternative minimum tax and state tax payments until the valuation allowance in the United States is eliminated. ASC 740, Income Taxes, requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

17. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed utilizing the two-class method, and is calculated based on weighted-average number of ordinary shares outstanding during the periods presented. Diluted earnings (loss) per share is computed using the weighted-average number of ordinary and ordinary equivalent shares outstanding during the periods utilizing the two-class method for nonvested restricted shares, warrants and options.

Certain unvested awards issued under the Tronox Limited Management Equity Incentive Plan and the T-Bucks Employee Participation Plan contain non-forfeitable rights to dividends declared on Class A Shares. Any unvested shares that participate in dividends are considered participating securities and are included in the Company’s computation of basic and diluted earnings per share using the two-class method, unless the effect of including such shares would be antidilutive. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of ordinary shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.

The following table sets forth the number of shares utilized in the computation of basic and diluted earnings (loss) per share for the periods indicated. The weighted average shares outstanding, potentially dilutive shares, earnings per share and anti-dilutive shares have been restated to affect the 5-for-1 share split.

	Three Months Ended March 31,
	2013			2012
Numerator—Basic and Diluted:
Net Income (Loss)	$	(45	)	$	86
Less: Income attributable to noncontrolling interest		(12	)		—
Undistributed earnings (loss)		(57	)		86
Percentage allocated to ordinary shares		100	%		100	%
Undistributed earnings (loss) allocated to ordinary shares		(57	)		86
Earnings (loss) available to ordinary shares	$	(57	)	$	86
Denominator—Basic:
Weighted-average ordinary shares (in thousands)		113,317			75,390
Add: Effect of Dilutive Securities:
Restricted stock		—			245
Warrants		—			2,935
Options		—			95
Denominator—Dilutive		113,317			78,665
Earnings per Share(1):
Basic earnings (loss) per Share	$	(0.50	)	$	1.14
Diluted earnings (loss) per Share	$	(0.50	)	$	1.10

(1) The basic and diluted earnings (loss) per share amounts were computed from exact, not rounded, income and share information.

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In computing diluted earnings (loss) per share under the two-class method, the Company considered potentially dilutive shares. For the three months ended March 31, 2013, 2,027,304 options with an average exercise price of $20.56 were not recognized in the diluted earnings per share calculation as they were antidilutive.

18. Share-based Compensation

Compensation expense related to restricted share awards was $2 million and $6 million for the three months ended March 31, 2013 and 2012, respectively. Compensation expense related to the Company’s nonqualified option awards was $2 million and $1 million for the three months ended March 31, 2013 and 2012, respectively.

At March 31, 2013, unrecognized compensation expense related to the Company’s restricted shares and options, adjusted for estimated forfeitures, was approximately $54 million, with such unrecognized compensation expense expected to be recognized over a weighted-average period of approximately three years. The ultimate amount of such expense is dependent upon the actual number of restricted shares and options that vest. The Company periodically assesses the forfeiture rates used for such estimates. A change in estimated forfeiture rates would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense above.

Tronox Limited Management Equity Incentive Plan

On the Transaction Date, Tronox Limited adopted the Tronox Limited Management Equity Incentive Plan (the “Tronox Limited MEIP”), which permits the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Board in its discretion deems appropriate, including any combination of the above. Subject to further adjustment, the maximum number of shares which may be the subject of awards (inclusive of incentive options) is 12,781,225 Class A Shares.

Restricted Shares

During the three months ended March 31, 2013, the Company granted 708,908 restricted share awards to employees, which have both time requirements and performance requirements. The time provisions are graded vesting, while the performance provisions are cliff vesting and have a variable payout. During the three months ended March 31, 2013, the Company granted 71,732 restricted share awards with graded vesting to members of the Board. In accordance with ASC 718, Compensation—Share-Based Compensation (“ASC 718”), the restricted share awards issued during the three months ended March 31, 2013 are classified as equity awards and are accounted for using the fair value established at the grant date.

Restricted share activity was as follows:

	Number of Shares			Fair Value(1)
Balance at December 31, 2012		761,065		$	20.62
Awards granted		780,640			20.96
Awards earned		(27,053	)		24.15
Awards forfeited		(10,242	)		24.99
Balance at March 31, 2013		1,504,410		$	20.70
Outstanding awards expected to vest		1,467,939		$	20.67

(1) Represents the weighted-average grant-date fair value.

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Options

On February 25, 2013 and March 11, 2013, the Company granted 1,545,662 and 8,238 options, respectively, to employees to purchase Class A Shares, which vest over a three year period.

Options activity was as follows:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2012		528,759		$	25.16		9.38	$	—
Options issued		1,553,900			19.10		9.91		—
Options forfeited		(3,723	)		24.60		—		—
Options vested		(51,632	)		23.41		—		—
Outstanding at March 31, 2013		2,027,304		$	20.56		9.74	$	1,113,652
Outstanding awards expected to vest		1,923,034		$	20.55		9.75	$	1,065,208

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at March 31, 2013 and the options’ exercise price.

Grants

Valuation and Cost Attribution Methods. Options’ fair value are determined on the date of grant using the Black-Scholes option-pricing model and is recognized in earnings on a straight-line basis over the employee service period of three years necessary to earn the awards, which is the vesting period. The Company ran the Black-Scholes option-pricing model for the 1,545,662 options granted on February 25, 2013 and the 8,238 options granted on March 11, 2013 using the following assumptions:

	February 25, 2013			March 11, 2013
Risk-free interest rate		1.04	%		1.19	%
Expected dividend yield		5.24	%		4.65	%
Expected volatility		56	%		56	%
Expected term (years)		10			10
Per-unit fair value of options granted	$	6.28		$	7.48

For the February 25, 2013 grant, the Company used the fair market value and exercise price of $19.09, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on February 25, 2013. For the March 11, 2013 grant, the Company used the fair market value and exercise price of $21.49, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on March 11, 2013.

Risk-free interest rate—The Company used a risk-free interest rate of 1.04% and 1.19% for the February 25, 2013 grant and the March 11, 2013 grant, respectively, which was the risk-free interest rate based on U.S. Treasury Strips available with maturity period consistent with expected life assumption.

Expected Volatility—In setting the volatility assumption, the Company considered the most recent reported volatility of each compensation peer company. For the 2013 valuation, the peer company group included the following companies: Albemarle, Cabot Corporation, Celanese Corporation, Chemtura Corporation, Cliffs Natural Resources Inc., Cytec Industries Inc., Dupont, Eastman Chemical Company, Freeport-McMoRan Copper & Gold Inc., Huntsman Corporation, Kronos Worldwide, Inc., Rockwood Holdings, Inc., Southern Copper Corporation, and Teck Resources Limited.

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T-Bucks Employee Participation Plan (“T-Bucks EPP”)

At March 31, 2013 and December 31, 2012, there were 548,234 shares in the trust with a fair value of $25.79, which represents the fair value on the date of purchase by the trust. Compensation expense during the three months ended March 31, 2013 was $1 million.

Long-Term Incentive Plan

In connection with the Transaction, the Company assumed a long-term incentive plan (the “LTIP”) for the benefit of certain qualifying employees of Tronox subsidiaries in South Africa and Australia. The LTIP is classified as a cash-settled compensation plan and is remeasured to fair value at each reporting date. At March 31, 2013, the LTlP plan liability was approximately $3 million, which is recorded in “Other long-term liabilities” on the unaudited Condensed Consolidated Balance Sheets. During the three months ended March 31, 2013, compensation expense was less than $1 million.

Tronox Incorporated Management Equity Incentive Plan

In connection with its emergence from bankruptcy, Tronox Incorporated adopted the Tronox Incorporated management equity incentive plan (the “Tronox Incorporated MEIP”), which permitted the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted share, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Tronox Incorporated Board of Directors in its discretion deems appropriate, including any combination of the above. The number of shares available for delivery pursuant to the awards granted under the Tronox Incorporated MEIP was 1.2 million shares.

On the Transaction Date, 748,980 restricted shares of Tronox Incorporated vested in connection with the Transaction. The remaining restricted shares of Tronox Incorporated were converted to Tronox Limited restricted shares. Additionally, on the Transaction Date, 517,330 Tronox Incorporated options were converted to Tronox Limited options.

Restricted Shares

During the three months ended March 31, 2012, the Company granted to its employees 50,415 shares, which have graded vesting provisions. The Company is withholding the highest combined maximum rate imposed under all applicable federal, state, local and foreign tax laws on behalf of the employees that have received these awards. In accordance with ASC 718, such restricted stock awards were classified as liability awards and were remeasured to fair value at each reporting date.

Restricted share activity with employees and directors was as follows:

	Number of Shares			Fair Value
Balance at December 31, 2011		1,177,995		$	21.48
Awards granted		50,415			24.03
Awards earned		(61,165	)		34.85
Balance at March 31, 2012		1,167,245		$	28.26

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Options

Tronox Incorporated options activity was as follows:

	Number of Options		Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		345,000	$	22.00		9.95	$	0.7
Options issued		22,330		24.60		9.76		0.2
Outstanding at March 31, 2012		367,330	$	22.16		9.71	$	4.7

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at March 31, 2012 and the options’ exercise price.

19. Pension and Other Postretirement Healthcare Benefits

The Company sponsors noncontributory defined benefit retirement plans (qualified and nonqualified plans) in the United States, a contributory defined benefit retirement plan in the Netherlands, a U.S. contributory postretirement healthcare plan and a South Africa postretirement healthcare plan.

The components of net periodic cost associated with the U.S. and foreign retirement plans recognized in the unaudited Condensed Consolidated Statement of Operations were as follows:

	Retirement Plans
	Three Months Ended March 31,
	2013			2012
Net periodic cost:
Service cost	$	1		$	2
Interest cost		5			6
Expected return on plan assets		(5	)		(6	)
Net amortization of actuarial loss		1			—
Total net periodic cost	$	2		$	2

The components of the Company’s net periodic cost for the postretirement healthcare plans for the three months ended March 31, 2013 and 2012 were below $1 million.

20. Related Party Transactions

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire the mineral sands business. At March 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited. During the three months ended March 31, 2013, the Company purchased transition services from Exxaro, which amounted to $1 million. At March 31, 2013, the Company had a receivable from Exxaro of $1 million related to payments made by Tronox on Exxaro’s behalf.

Prior to the Transaction Date, Tronox Incorporated conducted transactions with Exxaro Australia Sands Pty Ltd, Tronox Incorporated’s 50% partner in the Tiwest Joint Venture. Tronox Incorporated purchased, at open market prices, raw materials used in its production of TiO₂, as well as Exxaro Australia Sands Pty Ltd’s share of TiO₂ produced by the Tiwest Joint Venture. Tronox Incorporated also provided administrative services and product research and development activities, which were reimbursed by Exxaro. For the three months ended March 31, 2012, the Company made payments of $83 million and received payments of $7 million related to these transactions.

F-24

21. Segment Information

Prior to the Transaction, Tronox Incorporated had one reportable segment representing its pigment business. The Pigment segment primarily produced and marketed TiO_2, and included heavy minerals production. The heavy minerals production was integrated with its Australian pigment plant, but also had third-party sales of minerals not utilized by its pigment operations. In connection with the Transaction, the Company acquired 74% of Exxaro’s South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture in Western Australia. As such, the Company evaluated its new operations under ASC 280, Segments, and determined that the mineral sands operations qualify as a separate segment.

Subsequent to the Transaction, the Company has two reportable segments, Mineral Sands and Pigment. The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits, as well as heavy mineral production. These operations produce titanium feedstock, including ilmenite, chloride slag, slag fines and rutile, as well as pig iron and zircon. The Pigment segment primarily produces and markets TiO₂, and has production facilities in the United States, Australia, and the Netherlands. Corporate and Other is comprised of corporate activities and businesses that are no longer in operation, as well as electrolytic manufacturing and marketing operations, all of which are located in the United States.

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense) and income tax expense or benefit.

	Mineral Sands		Pigment			Corporate And Other			Eliminations			Total
Three Months Ended March 31, 2013
Net Sales(1)	$	298	$	288		$	27		$	(143	)	$	470
Income (loss) from operations		96		(68	)		(24	)		(23	)		(19	)
Interest and debt expense													(27	)
Loss on extinguishment of debt													(4	)
Other income													6
Loss from Continuing Operations before Income Taxes												$	(44	)
Depreciation, Depletion and Amortization	$	49	$	21		$	3		$	—		$	73
Capital Expenditures		31		13			1			—			45
Three Months Ended March 31, 2012
Net Sales(1)	$	83	$	362		$	31		$	(42	)	$	434
Income (loss) from operations		51		109			(28	)		(19	)		113
Interest and debt expense													(8	)
Other expense													(1	)
Income from Continuing Operations before Income Taxes												$	104
Depreciation, Depletion and Amortization	$	4	$	15		$	3		$	—		$	22
Capital Expenditures		—		12			9			—			21

(1) Net sales by geographic region, based on country of production, were as follows:

	Three Months Ended March 31,
	2013		2012
U.S. operations	$	187	$	230
International operations:
Australia		108		79
The Netherlands		65		125
South Africa		110		—
Total	$	470	$	434

F-25

Net assets by segment were as follows:

	March 31, 2013		December 31, 2012
Mineral Sands	$	2,796	$	3,164
Pigment		1,735		1,680
Corporate and Other		1,365		725
Eliminations		119		(58	)
Total	$	6,015	$	5,511

Property, plant and equipment, net and mineral leaseholds, net, by geographic region, were as follows:

	March 31, 2013		December 31, 2012
U.S. operations	$	199	$	196
International operations:
South Africa		1,169		1,263
Australia		1,317		1,348
The Netherlands		52		55
Total	$	2,737	$	2,862

22. Emergence from Chapter 11

On January 12, 2009, the petition date, Tronox Incorporated and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases were consolidated for the purpose of joint administration.

On November 30, 2010 (the “Confirmation Date”), the Bankruptcy Court entered an order confirming the Debtors’ First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated November 5, 2010 (as amended and confirmed, the “Plan”). Material conditions to the Plan were resolved during the period from the Confirmation Date until January 26, 2011, and subsequently, on February 14, 2011 (the “Effective Date”), the Debtors emerged from bankruptcy and continued operations as reorganized Tronox Incorporated.

On June 15, 2012, the reorganized Tronox Incorporated was combined with the mineral sands business of Exxaro in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

As of March 31, 2013, a motion granting a final decree closing the Chapter 11 cases has not been filed.

F-26

23. GUARANTOR CONDENSED CONSOLIDATED FINANCIAL DATA

Our obligations under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future domestic restricted subsidiary, other than excluded subsidiaries that guarantee any indebtedness of Tronox Limited or our restricted subsidiaries. Our subsidiaries that do not guarantee the Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidated Financial Data presented below presents the statements of operations, statements of comprehensive income, balance sheets and statements of cash flow data for: (i) Tronox Limited (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Tronox historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and (iv) the Non-Guarantor Subsidiaries alone.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	470		$	(95	)	$	—		$	312		$	253
Cost of goods sold		438			(68	)		—			303			203
Gross Margin		32			(27	)		—			9			50
Selling, general and administrative expenses		51			(1	)		5			35			12
Income (Loss) from Operations		(19	)		(26	)		(5	)		(26	)		38
Interest and debt expense		(27	)		—			137			(163	)		(1	)
Other income (expense)		2			—			—			(6	)		8
Equity in earnings of subsidiary		—			150			(150	)		—			—
Income (Loss) from Continuing Operations before Income Taxes		(44	)		124			(18	)		(195	)		45
Income tax benefit (provision)		(1	)		—			(39	)		51			(13	)
Net Income (Loss)		(45	)		124			(57	)		(144	)		32
Income attributable to noncontrolling interest		12			—			—			12			—
Net Income (Loss) attributable to Tronox Limited	$	(57	)	$	124		$	(57	)	$	(156	)	$	32

F-27

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	(45	)	$	124	$	(57	)	$	(144	)	$	32
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(119	)		—		—			—			(119	)
Amortization of actuarial losses		1			—		—			—			1
Other comprehensive income		(118	)		—		—			—			(118	)
Total comprehensive income (loss)	$	(163	)	$	124	$	(57	)	$	(144	)	$	(86	)
Comprehensive income attributable to noncontrolling interest:
Net income		12			—		—			12			—
Foreign currency translation adjustments		(28	)		—		—			(28	)		—
Comprehensive (loss) attributable to noncontrolling interest		(16	)		—		—			(16	)		—
Comprehensive income (loss) attributable to Tronox Limited	$	(147	)	$	124	$	(57	)	$	(128	)	$	(86	)

F-28

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	1,375	$	—		$	1,190		$	125		$	60
Investments in subsidiaries		—		(1,445	)		(772	)		1,760			457
Other current assets		1,335		(9,033	)		6,146			2,081			2,141
Property, plant and equipment, net		1,360		—			—			737			623
Mineral leaseholds, net		1,377		—			—			778			599
Other assets		568		—			(3	)		387			184
Total Assets	$	6,015	$	(10,478	)	$	6,561		$	5,868		$	4,064
Liabilities and Shareholders’ Equity
Current liabilities	$	380	$	(1,155	)	$	1,236		$	113		$	186
Long-term debt		2,396		—			—			902			1,494
Other long-term liabilities		543		(7,803	)		893			7,045			408
Total Liabilities		3,319		(8,958	)		2,129			8,060			2,088
Total Equity		2,696		(1,520	)		4,432			(2,192	)		1,976
Total Liabilities and Equity	$	6,015	$	(10,478	)	$	6,561		$	5,868		$	4,064

F-29

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	(45	)	$	124		$	(57	)	$	(144	)	$	32
Other		44			(124	)		742			201			(775	)
Cash provided by (used in) operating activities		(1	)		—			685			57			(743	)
Cash Flows from Investing Activities:
Capital expenditures		(45	)		—			—			(14	)		(31	)
Cash used in investing activities		(45	)		—			—			(14	)		(31	)
Cash Flows from Financing Activities
Reductions of debt		(179	)		—			—			—			(179	)
Proceeds from borrowings		945			—			—			—			945
Debt issuance costs		(28	)		—			—			—			(28	)
Dividends paid		(29	)		—			(29	)		—			—
Proceeds from conversion of warrants		1			—			1			—			—
Cash provided by (used in) financing activities		710			—			(28	)		—			738
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(5	)		—			—			—			(5	)
Net Increase (Decrease) in Cash and Cash Equivalents		659			—			657			43			(41	)
Cash and Cash Equivalents at Beginning of Period		716			—			533			82			101
Cash and Cash Equivalents at End of Period	$	1,375		$	—		$	1,190		$	125		$	60

F-30

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2012

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	434		$	(18	)	$	—	$	364		$	88
Cost of goods sold		277			(13	)		—		233			57
Gross Margin		157			(5	)		—		131			31
Selling, general and administrative expenses		44			(1	)		—		41			4
Income (Loss) from Operations		113			(4	)		—		90			27
Interest and debt expense		(8	)		—			—		(5	)		(3	)
Other income (expense)		(1	)		37			—		(35	)		(3	)
Equity in earnings of subsidiary		—			(37	)		—		37			—
Income (Loss) from Continuing Operations before Income Taxes		104			(4	)		—		87			21
Income tax benefit (provision)		(18	)		—			—		—			(18	)
Net Income (Loss)	$	86		$	(4	)	$	—	$	87		$	3

F-31

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Three Months Ended March 31, 2012

(Unaudited)

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income:
Net Income (Loss)	$	86	$	(4	)	$	—	$	87		$	3
Other Comprehensive Income:
Foreign currency translation adjustments		7		19			—		(2	)		(10	)
Amortization of actuarial losses		—		—			—		—			—
Other comprehensive income (loss)		7		19			—		(2	)		(10	)
Total comprehensive income (loss)	$	93	$	15		$	—	$	85		$	(7	)

F-32

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2012

(Unaudited)

(Millions of dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	86		$	(4	)	$	—	$	87		$	3
Other		(112	)		4			—		407			(523	)
Cash provided by (used in) operating activities		(26	)		—			—		494			(520	)
Cash Flows from Investing Activities:
Capital expenditures		(21	)		—			—		(19	)		(2	)
Cash used in investing activities		(21	)		—			—		(19	)		(2	)
Cash Flows from Financing Activities
Reductions of debt		(421	)		—			—		(421	)		—
Proceeds from borrowings		550			—			—		—			550
Debt issuance costs		(19	)		—			—		—			(19	)
Dividends paid		—			—			—		—			—
Proceeds from conversion of warrants		1			—			—		1			—
Cash provided by (used in) financing activities		111			—			—		(420	)		531
Effects of Exchange Rate Changes on Cash and Cash Equivalents		5			—			—		—			5
Net Increase in Cash and Cash Equivalents		69			—			—		55			14
Cash and Cash Equivalents at Beginning of Period		154			—			—		104			50
Cash and Cash Equivalents at End of Period	$	223		$	—		$	—	$	159		$	64

F-33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Tronox Limited

We have audited the accompanying consolidated balance sheets of Tronox Limited and subsidiaries (the Company) as of December 31, 2012 (Successor Company) and 2011 (Successor Company), and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for the year ended December 31, 2012 (Successor Company), the eleven months ended December 31, 2011 (Successor Company), the one month ended January 31, 2011 (Predecessor Company) and the year ended December 31, 2010 (Predecessor Company). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tronox Limited and subsidiaries as of December 31, 2012 (Successor Company) and 2011 (Successor Company), and the results of their operations and their cash flows for the year ended December 31, 2012 (Successor Company), the eleven months ended December 31, 2011 (Successor Company), the one month ended January 31, 2011 (Predecessor Company) and the year ended December 31, 2010 (Predecessor Company), in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 and 23 to the consolidated financial statements, Tronox Incorporated and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code on January 12, 2009. Material conditions to the Company’s Plan of Reorganization were resolved on January 26, 2011 and the Company subsequently emerged from bankruptcy protection. In connection with its emergence from bankruptcy, the Company adopted the guidance for fresh start accounting in accordance with FASB ASC Topic 852, Reorganizations, as of January 31, 2011.

/s/ Grant Thornton LLP

Oklahoma City, Oklahoma

February 28, 2013 (except for Note 27, as to which the date is June 13, 2013)

F-34

TRONOX LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Millions of dollars, except share and per share data)

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Net Sales	$	1,832		$	1,543		$	108		$	1,218
Cost of goods sold		(1,568	)		(1,104	)		(83	)		(996	)
Gross Margin		264			439			25			222
Selling, general and administrative expenses		(239	)		(152	)		(5	)		(59	)
Litigation/arbitration settlement		—			10			—			—
Provision for environmental remediation and restoration, net of reimbursements		—			5			—			47
Income from Operations		25			302			20			210
Interest and debt expense		(65	)		(30	)		(3	)		(50	)
Other income (expense)		(7	)		(10	)		2			(8	)
Gain on bargain purchase		1,055			—			—			—
Reorganization income (expense)		—			—			613			(145	)
Income from Continuing Operations before Income Taxes		1,008			262			632			7
Income tax benefit (provision)		125			(20	)		(1	)		(2	)
Income from Continuing Operations		1,133			242			631			5
Income from discontinued operations		—			—			—			1
Net Income		1,133			242			631			6
Net loss attributable to noncontrolling interest		1			—			—			—
Net Income attributable to Tronox Limited Shareholders	$	1,134		$	242		$	631		$	6
Earnings per Share, Basic and Diluted(1):
Basic —
Continuing operations	$	11.37		$	3.22		$	15.28		$	0.11
Discontinued operations		—			—			—			0.03
Earnings per share	$	11.37		$	3.22		$	15.28		$	0.14
Diluted —
Continuing operations	$	11.10		$	3.10		$	15.25		$	0.11
Discontinued operations		—			—			—			0.03
Earnings per share	$	11.10		$	3.10		$	15.25		$	0.14
Weighted Average Shares Outstanding (in thousands):
Basic		98,985			74,905			41,311			41,232
Diluted		101,406			78,095			41,399			41,383

(1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 for additional information regarding the Company’s share split.

See notes to consolidated financial statements.

F-35

TRONOX LIMITED

CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME (LOSS)

(Millions of dollars)

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Net Income:
Net income	$	1,133		$	242		$	631		$	6
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		10			(6	)		1			(10	)
Retirement and postretirement plans:
Actuarial losses, net of taxes		(48	)		(51	)		—			(19	)
Amortization of actuarial gains, net of taxes		—			—			—			3
Prior service credit, net of taxes		—			—			—			12
Amortization of prior service cost, net of taxes		—			—			(1	)		(14	)
Termination of nonqualified benefits restoration plan, net of taxes		—			—			—			5
Other comprehensive income (loss)		(38	)		(57	)		—			(23	)
Total Comprehensive Income (Loss)	$	1,095		$	185		$	631		$	(17	)
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net loss		1			—			—			—
Foreign currency translation adjustments		(1	)		—			—			—
Comprehensive income (loss) attributable to noncontrolling interest		—			—			—			—
Comprehensive Income (Loss) Attributable to Tronox Limited Shareholders	$	1,095		$	185		$	631		$	(17	)

See notes to consolidated financial statements.

F-36

TRONOX LIMITED

CONSOLIDATED BALANCE SHEETS

(Millions of dollars, except share and per share data)

	Successor
	December 31, 2012			December 31, 2011
Current Assets
Cash and cash equivalents	$	716		$	154
Accounts receivable, net of allowance for doubtful accounts of $3 and less than $1		391			278
Inventories		914			311
Prepaid and other assets		38			22
Deferred income taxes		114			4
Total Current Assets		2,173			769
Noncurrent Assets
Property, plant and equipment, net		1,423			504
Mineral leaseholds, net		1,439			38
Intangible assets, net		326			325
Long-term deferred tax assets		91			9
Other long-term assets		59			12
Total Assets	$	5,511		$	1,657
Current Liabilities
Accounts payable:
Third party	$	189		$	127
Related party		—			74
Accrued liabilities		209			46
Short-term debt		30			—
Long-term debt due within one year		10			6
Income taxes payable		24			28
Current deferred income taxes		5			—
Total Current Liabilities		467			281
Noncurrent Liabilities
Long-term debt		1,605			421
Pension and postretirement healthcare benefits		176			142
Asset retirement obligations		106			29
Deferred income taxes		222			19
Other		53			13
Total Noncurrent Liabilities		2,162			624
Contingencies and Commitments
Shareholders’ Equity
Tronox Limited Class A ordinary shares, par value $0.01—63,413,288 shares issued and 62,103,989 shares outstanding at December 31, 2012(1)		1			—
Tronox Limited Class B ordinary shares, par value $0.01—51,154,280 shares issued and outstanding at December 31, 2012(1)		—			—
Tronox Incorporated common shares, par value $0.01—100,000,000 shares authorized, 77,034,015 shares issued and 75,383,455 shares outstanding at December 31, 2011(1)		—			—
Capital in excess of par value		1,429			579
Retained earnings		1,314			242
Accumulated other comprehensive loss		(95	)		(57	)
Tronox Incorporated treasury shares, at cost—472,565 shares at December 31, 2011(1)		—			(12	)
Total Shareholders’ Equity		2,649			752
Noncontrolling interest		233			—
Total Equity		2,882			752
Total Liabilities and Shareholders’ Equity	$	5,511		$	1,657

(1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 for additional information regarding the Company’s share split.

See notes to consolidated financial statements.

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TRONOX LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of dollars)

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Cash Flows from Operating Activities:
Net income	$	1,133		$	242		$	631		$	6
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		211			79			4			50
Deferred income taxes		(162	)		4			1			(5	)
Share-based compensation expense		31			14			—			1
Amortization of debt issuance costs and discount on debt		10			1			—			9
Pension and postretirement healthcare benefit expense (income), net		5			4			—			(11	)
Gain on bargain purchase		(1,055	)		—			—			—
Provision for environmental remediation and restoration, net of reimbursements		—			—			—			(49	)
Other noncash items affecting net income		201			(7	)		—			5
Reorganization items		—			—			(954	)		(37	)
Contributions to employee pension and postretirement plans		(31	)		(8	)		—			(7	)
Changes in assets and liabilities (net of effects of acquisition):
(Increase) decrease in accounts receivable		83			(58	)		(10	)		(11	)
(Increase) decrease in inventories		(222	)		(64	)		(15	)		(7	)
(Increase) decrease in prepaids and other assets		16			28			36			20
Increase (decrease) in accounts payable and accrued liabilities		(107	)		(28	)		24			100
Increase (decrease) in taxes payable		2			26			—			(1	)
Other, net		3			30			—			14
Cash provided by (used in) operating activities		118			263			(283	)		77
Cash Flows from Investing Activities:
Capital expenditures		(166	)		(133	)		(6	)		(45	)
Cash paid in acquisition of minerals sands business		(1	)		—			—			—
Cash received in acquisition of minerals sands business		115			—			—			—
Proceeds from the sale of assets		—			1			—			—
Cash used in investing activities		(52	)		(132	)		(6	)		(45	)
Cash Flows from Financing Activities:
Reductions of debt		(585	)		(45	)		—			(425	)
Proceeds from borrowings		1,707			14			25			425
Debt issuance costs and commitment fees		(38	)		(5	)		(2	)		(15	)
Merger consideration		(193	)		—			—			—
Class A ordinary share repurchases		(326	)		—			—			—
Shares purchased for the Employee Participation Plan		(15	)		—			—			—
Dividends paid		(61	)		—			—			—
Proceeds from conversion of warrants		1			1			—			—
Proceeds from rights offering		—			—			185			—
Fees related to rights offering and other related debt costs		—			—			—			(17	)
Cash provided by (used in) financing activities		490			(35	)		208			(32	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		6			(3	)		—			(1	)
Net Increase (Decrease) in Cash and Cash Equivalents		562			93			(81	)		(1	)
Cash and Cash Equivalents at Beginning of Period		154			61			142			143
Cash and Cash Equivalents at End of Period	$	716		$	154		$	61		$	142
Supplemental Cash Flow Information:
Interest paid	$	34		$	29		$	3		$	40
Net income taxes paid	$	26		$	8		$	—		$	6

See notes to consolidated financial statements.

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TRONOX LIMITED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Millions of dollars)

	Tronox Limited Class A Ordinary Shares		Tronox Limited Class B Ordinary Shares		Tronox Incorporated Common Share		Capital in Excess of par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Shares			Total Shareholders’ Equity			Non-controlling Interest			Total Equity
Successor: Balance at December 31, 2011	$	—	$	—	$	—	$	579		$	242		$	(57	)	$	(12	)	$	752		$	—		$	752
Fair value of noncontrolling interest on Transaction Date		—		—		—		—			—			—			—			—			233			233
Net income (loss)		—		—		—		—			1,134			—			—			1,134			(1	)		1,133
Other comprehensive income		—		—		—		—			—			(38	)		—			(38	)		1			(37	)
Merger consideration paid		—		—		—		(193	)		—			—			—			(193	)		—			(193	)
Issuance of Tronox Limited shares		—		—		—		1,370			—			—			—			1,370			—			1,370
Share-based compensation		—		—		—		5			—			—			—			5			—			5
Shares purchased for the Employee Participation Plan		—		—		—		(15	)		—			—			—			(15	)		—			(15	)
Issuance of Tronox Limited shares in share-split		1		—		—		—			(1	)		—			—			—			—			—
Class A and Class B share dividend declared		—		—		—		—			(61	)		—			—			(61	)		—			(61	)
Tronox Limited Class A shares repurchased		—		—		—		(326	)		—			—			—			(326	)		—			(326	)
Warrants exercised		—		—		—		1			—			—			—			1			—			1
Tronox Incorporated share-based compensation		—		—		—		27			—			—			(7	)		20			—			20
Tronox Incorporated common shares vested/cancelled		—		—		—		(19	)		—			—			19			—			—			—
Balance at December 31, 2012	$	1	$	—	$	—	$	1,429		$	1,314		$	(95	)	$	—		$	2,649		$	233		$	2,882

(1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 for additional information regarding the Company’s share split.

	Tronox Incorporated Common Shares		Tronox Class A Common Shares		Tronox Class B Common Shares		Capital in Excess of par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Shares			Total Shareholders’ Equity
Predecessor: Balance at December 31, 2009	$	—	$	—	$	—	$	496		$	(1,134	)	$	32		$	(7	)	$	(613	)
Net income		—		—		—		—			6			—			—			6
Other comprehensive loss		—		—		—		—			—			(23	)		—			(23	)
Predecessor: Balance at December 31, 2010	$	—	$	—	$	—	$	496		$	(1,128	)	$	9		$	(7	)	$	(630	)
Net income		—		—		—		—			631			—			—			631
Fresh-start reporting adjustments:
Elimination of predecessor shares, capital in excess of par value, and accumulated deficit		—		—		—		(496	)		497			(9	)		7			(1	)
Issuance of new shares		—		—		—		564			—			—			—			564
Predecessor: Balance at January 31, 2011	$	—	$	—	$	—	$	564		$	—		$	—		$	—		$	564
Successor: Balance at February 1, 2011	$	—	$	—	$	—	$	564		$	—		$	—		$	—		$	564
Net income		—		—		—		—			242			—			—			242
Other comprehensive income		—		—		—		—			—			(57	)		—			(57	)
Shares withheld for claims		—		—		—		—			—			—			(7	)		(7	)
Warrants exercised		—		—		—		1			—			—			—			1
Share-based compensation		—		—		—		14			—			—			(5	)		9
Successor: Balance at December 31, 2011	$	—	$	—	$	—	$	579		$	242		$	(57	)	$	(12	)	$	752

See notes to consolidated financial statements.

F-39

TRONOX LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Millions of dollars, except share, per share and tonnes data or unless otherwise noted)

1. The Company

Tronox Limited, a public limited company registered under the laws of the State of Western Australia, Australia, and its subsidiaries (collectively referred to as “Tronox” or “the Company”) is a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). The Company’s world-class, high performance TiO₂ products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. The Company’s mineral sands business consists primarily of two product streams—titanium feedstock and zircon. Titanium feedstock is primarily used to manufacture TiO_2. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV glass and a range of other industrial and chemical products. Tronox has global operations in North America, Europe, South Africa and Australia. The Company operates three TiO₂ facilities at the following locations: Hamilton, Mississippi, Botlek, The Netherlands, and Kwinana, Western Australia, representing approximately 465,000 tonnes of annual TiO₂ production capacity. Additionally, Tronox operates three separate mining operations: KwaZulu-Natal (“KZN”) Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo located in Western Australia, which have a combined annual production capacity of approximately 723,000 tonnes of titanium feedstock and approximately 265,000 tonnes of zircon.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (defined below). Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. On September 25, 2011, Tronox Incorporated, a Delaware corporation formed on May 17, 2005(“Tronox Incorporated”), in preparation for the contribution and transfer by Kerr-McGee Corporation (“Kerr-McGee” or “KM”) of certain entities, including those comprising substantially all of its chemical business, entered into a definitive agreement (as amended, the “Transaction Agreement”) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of its South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture (together the “mineral sands business”) (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

On May 4, 2012, Tronox Limited registered Class A ordinary shares (“Class A Shares”) to be issued to shareholders of Tronox Incorporated in connection with the completion of the Transaction. On the Transaction Date, Tronox Limited issued 15,413,083 Class A Shares to shareholders in Tronox Incorporated. In addition, on the Transaction Date, Tronox Limited issued 9,950,856 Class B ordinary shares (“Class B Shares”) to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Immediately following the Transaction, Tronox Incorporated shareholders and Exxaro held approximately 60.8% and 39.2%, respectively, of the voting securities of Tronox Limited. Under the terms of the Transaction Agreement, Exxaro agreed that for a three-year period after the completion of the Transaction, it would not engage in any transaction or other action, that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited.

On June 26, 2012, the Board of Directors of Tronox Limited (the “Board”) approved a 5-to-1 share split for holders of its Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to the number of shares and per share data in the consolidated financial statements and notes thereto have been adjusted to reflect the share split, unless otherwise noted or as the context otherwise acquires. See Note 15 for additional information regarding the Company’s share split.

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During 2012, the Company repurchased 12,626,400 Class A Shares, which was approximately 10% of the total voting securities. During October 2012, Exxaro purchased 1,400,000 Class A Shares in market purchases. At December 31, 2012, Exxaro held approximately 44.6% of the voting securities of Tronox Limited.

2. Basis of Presentation

Tronox Limited is registered under the laws of the State of Western Australia, Australia, and is considered a domestic company in Australia. As such, Tronox Limited is required to report in Australia under International Financial Reporting Standards (“IFRS”). Additionally, as Tronox Limited is not considered a “foreign private issuer,” the Company is required to comply with the reporting and other requirements imposed by the U.S. securities law on U.S. domestic issuers, which, among other things, requires reporting in the United States under accounting principles generally accepted in the United States of America (“U.S.GAAP”). The consolidated financial statements included in this Form 10-K are prepared in conformity with U.S.GAAP. The Company publishes its consolidated financial statements, in both U.S. GAAP and IFRS, in U.S. dollars.

In connection with its emergence from bankruptcy, Tronox Incorporated applied fresh-start accounting under Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”) as of January 31, 2011. Accordingly, the financial information of Tronox Incorporated set forth in this Form 10-K, unless otherwise expressly set forth or as the context otherwise indicates, reflects the consolidated results of operations and financial condition on a fresh-start basis for the period beginning February 1, 2011 (“Successor”), and on a historical basis for the period through January 31, 2011 (“Predecessor”).

The Consolidated Balance Sheet as of December 31, 2012 relates to Tronox Limited and the Consolidated Balance Sheet as of December 31, 2011 relates to Tronox Incorporated. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 reflect the consolidated operating results of Tronox Incorporated.

The Company’s consolidated financial statements include the accounts of all majority-owned subsidiary companies. Investments in affiliated companies that are 20% to 50% owned are carried as a component of “Other Long-Term Assets” on the Consolidated Balance Sheets at cost adjusted for equity in undistributed earnings. Except for dividends and changes in ownership interest, changes in equity in undistributed earnings are included in “Other income (expense)” on the Consolidated Statements of Operations. All intercompany transactions have been eliminated.

Prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture with Exxaro Australia Sands Pty Ltd. The Tiwest Joint Venture was a contractual relationship between Tronox Incorporated and Exxaro whereby each party held an undivided interest in each asset of the joint venture, and each party was proportionally liable for each of the joint venture’s liabilities. The Tiwest Joint Venture was not a separate legal entity and did not enter into any transactions. Transactions were entered into by the joint venture partners who had the right to sell their own product, collect their proportional share of the revenues and absorb their share of costs. As such, Tronox Incorporated did not account for the Tiwest Joint Venture under the equity method. Instead, Tronox Incorporated accounted for its share of the Tiwest Joint Venture’s assets that were jointly controlled and its share of liabilities for which it was jointly responsible on a proportionate gross basis in its Consolidated Balance Sheet. Additionally, Tronox Incorporated accounted for the revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis in its Consolidated Statements of Operations. As such, as of the Transaction Date, Tronox Limited owns 100% of the operations formerly operated by the Tiwest Joint Venture. As such, the Consolidated Balance Sheet as of December 31, 2012 includes 100% of the Tiwest operations assets and liabilities, while the Consolidated Balance Sheet as of

F-41

December 31, 2011 includes Tronox Incorporated’s 50% undivided interest in each asset and liability of the joint venture. Additionally, the Consolidated Statement of Operations for the year ended December 31, 2012 reflects Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect 100% of the revenues and expenses of the Tiwest operations. The Consolidated Statements of Operations for the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 reflect Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis.

In connection with the Transaction, Exxaro and its subsidiaries retained a 26% ownership interest in each of Tronox KZN Sands Pty Ltd. and Tronox Mineral Sands Pty Ltd. in order to comply with the ownership requirements of the Black Economic Empowerment (“BEE”) legislation in South Africa. The Company accounts for such ownership interest as “Noncontrolling interest” on the Consolidated Balance Sheets.

In management’s opinion, the accompanying consolidated financial statements reflect all adjustments considered necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. Such reclassifications did not have an impact on the Company’s net income or consolidated results of operations.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate within one year of the date of the financial statements due to one or more future confirming events could have a material effect on the financial statements.

3. Significant Accounting Policies

Foreign Currency

The U.S. dollar is the functional currency for the Company’s operations, except for its South African and European operations. The Company determines the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Foreign currency transaction gains or losses are recognized in the period incurred and are included in “Other income (expense)” on the Consolidated Statements of Operations.

The Rand is the functional currency of the Company’s South African operations, and the Euro is the functional currency for the Company’s European operations. As such, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reflected as a separate component on the Consolidated Statements of Other Comprehensive Income (Loss). When the subsidiary’s functional currency is the U.S. dollar, such as the Company’s Australian operations, adjustments from the remeasurement of foreign currency monetary assets and liabilities are presented in “Other income (expense)” on the Consolidated Statements of Operations.

Gains and losses on intercompany foreign currency transactions that are not expected to be settled in the foreseeable future are reported by the Company in the same manner as translation adjustments.

For the year ended December 31, 2012, eleven months ended December 31, 2011 and year ended December 31, 2010, the Company recorded net unrealized and realized foreign currency losses of $8 million, $8 million and $13 million, respectively. For the one month ended January 31, 2011, the Company recorded a net unrealized and realized foreign currency gain of $2 million.

F-42

Cash and Cash Equivalents

The Company considers all investments with original maturities of three months or less to be cash equivalents. At December 31, 2012 and 2011, total cash and cash equivalents was $716 million and $154 million, respectively, of which $50 million and $62 million, respectively, was held within the United States.

Accounts Receivable

Accounts receivable are reflected at their net realizable values, reduced by an allowance for doubtful accounts to allow for expected credit losses. The allowance is estimated by management, based on factors such as age of the related receivables and historical experience, giving consideration to customer profiles. The Company generally does not charge interest on accounts receivable, nor require collateral; however, certain operating agreements have provisions for interest and penalties that may be invoked, if deemed necessary. Accounts receivable are aged in accordance with contract terms and are written off when deemed uncollectible.

See Note 6 for additional information regarding accounts receivable.

Inventories

Inventories are stated at the lower of actual cost or market, net of allowances for obsolete and slow-moving inventory. The cost of finished goods inventories is determined using the first-in, first-out method. Carrying values include material costs, labor and associated indirect manufacturing expenses. Costs for materials and supplies, excluding ore, are determined by average cost to acquire. Raw materials are carried at actual cost.

The Company periodically reviews its inventory for obsolescence or inventory that is no longer marketable for its intended use, and records any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors.

See Note 7 for additional information regarding inventories.

Property, Plant and Equipment, Net

Property, plant and equipment, net is stated at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred, except that costs of replacements or renewals that improve or extend the lives of existing properties are capitalized.

Depreciation—Property, plant and equipment is depreciated over its estimated useful life by the straight-line method. Useful lives for certain property, plant and equipment are as follows:

Buildings	10—40 years
Land improvements	10—20 years
Machinery and equipment	3— 25 years
Furniture and fixtures	10 years

Retirements and Sales—The cost and related accumulated depreciation and amortization are removed from the respective accounts upon retirement or sale of property, plant and equipment. Any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” on the Consolidated Statements of Operations.

Interest Capitalized—The Company capitalizes interest costs on major projects that require an extended period of time to complete. See Note 12 for additional information regarding capitalized interest.

See Note 8 for additional information regarding property, plant and equipment.

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Mineral Leaseholds, Net

The Company is engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with ASC 805, Business Combinations (“ASC 805”) as tangible assets when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depreciated over their useful lives as determined under the units of production method.

Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized.

See Note 9 for additional information regarding mineral leaseholds.

Intangible Assets, Net

Intangible assets are stated at cost less accumulated amortization. The Company amortizes intangibles on a straight-line basis over their estimated useful lives, which range from 5 to 20 years.

See Note 10 for further information related to the Company’s intangible assets.

Recoverability of Long-Lived Assets

The Company evaluates the recoverability of the carrying value of long-lived assets (property, plant and equipment, mineral leaseholds and intangible assets) whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, the Company assesses whether the projected undiscounted cash flows of its long-lived assets are sufficient to recover the existing unamortized cost of its long-lived assets. If the undiscounted projected cash flows are not sufficient, the Company calculates the impairment amount by discounting the projected cash flows using its weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate. The Company’s consolidated financial statements classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations.

See Note 13 for additional information regarding asset retirement obligations.

Environmental Remediation and Other Contingencies

In accordance with ASC 450 Contingencies (“ASC 450”) and ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”), the Company recognizes a loss and records an undiscounted liability when litigation has commenced or a claim or assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be reasonably estimated. Estimates of environmental liabilities, which include the cost of investigation and remediation, are based on a variety of factors, including, but not limited to, the stage of investigation, the stage of the remedial design, evaluation of existing remediation technologies, presently enacted laws and regulations as

F-44

well as prior experience in remediation of contaminated sites. In future periods, a number of factors could change the Company’s estimate of environmental remediation costs, such as changes in laws and regulations, or changes in their interpretation or administration or relevant cleanup levels; revisions to the remedial design; unanticipated construction problems; identification of additional areas or volumes of contaminated soils and groundwater; the availability of information to estimate probable but previously inestimable obligations; and changes in costs of labor, equipment and technology.

To the extent costs of investigation and remediation have been incurred and are recoverable from federal, state, or other governmental agencies and have been incurred or are recoverable under certain insurance policies or from other parties and such recoveries are deemed probable, the Company records a receivable for the estimated amounts recoverable (undiscounted). Receivables are reflected on the Consolidated Balance Sheets in either “Accounts receivable” or as a component of “Other Long-Term Assets,” depending on the estimated timing of collection.

Self Insurance

The Company is self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. The Company does not accrue for general or unspecific business risks.

Revenue Recognition

Revenue is recognized when risk of loss and title to the product is transferred to the customer. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as net sales.

Cost of Goods Sold

Cost of goods sold includes the costs of purchasing, manufacturing and distributing products, including raw materials, energy, labor, depreciation and other production costs. Costs incurred by the Company for shipping and handling are reported in “Cost of goods sold” on the Consolidated Statements of Operations. Receiving, distribution, freight and warehousing costs are also included in “Cost of goods sold” on the Consolidated Statements of Operations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, sales, agent commissions, research and development, legal and administrative functions such as human resources, information technology, investor relations, accounting, treasury, and tax compliance. Costs include expenses for salaries and benefits, travel and entertainment, promotional materials and professional fees.

Research and Development

Research and development costs were $9 million, $9 million, less than $1 million and $6 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively, and were expensed as incurred.

Pension and Postretirement Benefits

The Company provides pension and postretirement benefits for qualifying employees worldwide, which are accounted for in accordance with ASC 715, Compensation—Retirement Benefits (“ASC 715”). See Note 20 for additional information regarding pension and postretirement benefits.

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Share-based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation-Share-Based Compensation (“ASC 718”).

Liability Restricted Share Awards—Certain restricted share awards have been classified as liability awards and were re-measured to fair value at each reporting date. The restricted share awards classified as liabilities contained only a service condition and had graded vesting provisions.

Equity Restricted Share Awards—The fair value of equity instruments is measured based on the average share price on the grant date and is recognized over the vesting period. The restricted share awards contain service, market and/or performance conditions. For awards containing only a service condition, the Company has elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the lattice model. For awards containing a performance condition, the fair value of the award is equal to the average share price but compensation expense is not recognized until the Company concludes that it is probable that the performance condition will be met. The Company reassesses the probability each quarter.

Options—The Black-Scholes option pricing model is utilized to measure the fair value of options. Options generally contain only service conditions and have graded vesting provisions. The Company has elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award.

See Note 19 for additional information regarding employee share-based compensation.

Income Taxes

The Company accounts for taxes in accordance with ASC 740, Income Taxes (“ASC 740”). The Company has operations in several countries around the world and is subject to income and similar taxes in these countries. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions. Although the Company believes its tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets and reflects any changes in its estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. ASC 740 requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. The Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, the Company records the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If the Company does not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

See Note 17 for additional information regarding income taxes.

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Fair value measurement

The Company accounts for its financial assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”). In measuring fair value on a recurring basis, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and considers counterparty credit risk in its assessment of fair value.

The fair value hierarchy specified by ASC 820 is as follows:

• Level 1—Quoted prices in active markets for identical assets and liabilities.

• Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

The carrying amounts for cash and cash equivalents, accounts receivable, other current assets, accounts payable, short-term debt and other current liabilities approximate their fair value because of the short-term nature of these instruments. See Note 12 for information on the fair value of the Company’s long-term debt.

4. Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (the “FASB”) issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires the presentation of the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, if the item is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years beginning after December 15, 2012. The adoption of this guidance is not expected to have a significant impact on the consolidated financial statements.

On January 1, 2012, the Company adopted the required guidance under ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which changed the presentation requirements of comprehensive income by increasing the prominence of items reported in other comprehensive income. The adoption of this guidance did not have a material impact on Tronox Incorporated’s consolidated financial statements. During 2011, the FASB issued ASU 2011-12, which deferred certain requirements of ASU 2011-05. The Company has not adopted such deferred requirements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”), which changes certain fair value measurement and disclosure requirements, clarifies the application of existing fair value measurement and disclosure requirements and provides consistency to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the consolidated financial statements.

5. Acquisition of the Mineral Sands Business

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire the mineral sands business. On June 15, 2012, the existing business of Tronox Incorporated was combined with the mineral sands business under Tronox Limited. The Transaction was completed in two principal steps. First, Tronox Incorporated became a subsidiary of Tronox Limited, with Tronox Incorporated shareholders receiving one Class A Share and $12.50 in cash (“Merger Consideration”) for each share of Tronox Incorporated common stock. Second, Tronox Limited issued 9,950,856 Class B Shares to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Exxaro retained an approximate 26% ownership

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interest in the South African operations that are part of the mineral sands business in order to comply with the BEE legislation of South Africa. The ownership interest in the South African operations may be exchanged for Class B Shares under certain circumstances.

Prior to the Transaction Date, Tronox Incorporated and Exxaro Australia Sands Pty Ltd., a subsidiary of Exxaro, operated the Tiwest Joint Venture, which included a chloride process TiO₂ plant located in Kwinana, Western Australia, a mining operation in Cooljarloo, Western Australia, and a mineral separation plant and a synthetic rutile processing facility, both in Chandala, Western Australia. As part of the Transaction, the Company acquired Exxaro Australia Sands Pty Ltd. and therefore Exxaro’s 50% interest in the Tiwest Joint Venture. As a result, as of the Transaction Date, Tronox Limited owns 100% of the operations formerly operated by the Tiwest Joint Venture.

Purchase price and fair value of assets acquired and liabilities assumed

The Company accounted for the Transaction under ASC 805, which requires recording assets and liabilities at fair value. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed were recorded based on their preliminary estimated fair values on the Transaction Date. Because the total consideration transferred was less than the fair value of the net assets acquired, the excess of the value of the net assets acquired over the fair value of consideration received was recorded as an initial bargain purchase gain of approximately $1,061 million during the second quarter of 2012. The initial valuations were derived from estimated fair value assessments and assumptions used by management, and were preliminary. Subsequent to the Transaction, the Company has made adjustments to its initial valuation, which reduced the gain on bargain purchase to $1,055 million. Further adjustments may result before the end of the measurement period, which ends in June 2013. The bargain purchase gain is not taxable for income tax purposes. See Note 17 for a discussion of the tax impact of the transaction.

	Valuation		Net Adjustments to Fair Value			As Adjusted
Consideration:
Number of Class B Shares(1)		9,950,856		—			9,950,856
Fair value of Class B Shares on the Transaction Date	$	137.70		—			137.70
Fair value of equity issued(2)	$	1,370		—			1,370
Cash paid		—		1			1
Noncontrolling interest(3)		291		(58	)		233
	$	1,661	$	(57	)	$	1,604
	Valuation		Net Adjustments to Fair Value			As Adjusted
Fair Value of Assets Acquired and Liabilities Assumed:
Current Assets:
Cash	$	115	$	—		$	115
Accounts receivable		199		(3	)		196
Inventories		622		(69	)		553
Prepaid and other assets		32		(12	)		20
Total Current Assets		968		(84	)		884
Property, plant and equipment, net(4)		1,012		(132	)		880
Mineral leaseholds, net(5)		1,299		158			1,457
Intangibles, net(4)		—		12			12
Deferred tax asset		26		4			30
Other long-term assets		19		—			19
Total Assets	$	3,324	$	(42	)	$	3,282

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	Valuation		Net Adjustments to Fair Value			As Adjusted
Current Liabilities:
Accounts payable		93		17			110
Accrued liabilities		25		—			25
Unfavorable contracts(6)		83		2			85
Short-term debt		76		(1	)		75
Current deferred tax liability		28		(14	)		14
Income taxes payable		2		—			2
Total Current Liabilities		307		4			311
Long-term debt		19		—			19
Deferred tax liability		212		(3	)		209
Asset retirement obligations		57		—			57
Other		7		20			27
Total Liabilities		602		21			623
Net Assets	$	2,722	$	(63	)	$	2,659
Gain on Bargain Purchase(7)	$	1,061	$	(6	)	$	1,055

(1) The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 share split as discussed in Note 15.

(2) The fair value of the Class B shares issued was determined based the closing market price of Tronox Incorporated’s common shares on June 14^, 2012, less a 15% discount for marketability due to a restriction that the shares cannot be sold for a period of at least three years following the Transaction Date.

(3) The fair value of the noncontrolling interest is based upon a structured arrangement with Tronox Limited, which allows the ownership interest to be exchanged for approximately 1.45 million additional Class B shares until the earlier of the 10 year anniversary of the Transaction Date or the date when the South African Department of Mineral Resources determines that ownership is no longer required under the BEE legislation.

(4) The fair value of property, plant and equipment and internal use software was determined using the cost approach, which estimates the replacement cost of each asset using current prices and labor costs, less estimates for physical, functional and technological obsolescence.

(5) The fair value of mineral rights was determined using the Discounted Cash Flow (“DCF” ) method, which was based upon the present value of the estimated future cash flows for the expected life of the asset taking into account the relative risk of achieving those cash flows and the time value of money. Discount rates of 17% for South Africa and 15.5% for Australia were used taking into account the risks associated with such assets, as well as the economic and political environment where each asset is located.

(6) The fair value of unfavorable contracts was determined by multiplying the committed tonnage in each contract by the difference between the committed price in the contract versus the estimated market price over the term of the contract.

(7) In accordance with ASC 805-10-25-14, the measurement period for the Transaction ends in June 2013.

Mineral Sands Business Results of Operations

The following table includes net sales and income from operations on a segment basis attributable to the acquired mineral sands business since June 15, 2012. The results of the acquired mineral sands business are included in both the mineral sands segment and the pigment segment.

	Mineral		Pigment			Eliminations			Total
Net Sales	$	489	$	64		$	(29	)	$	524
Income from Operations	$	8	$	(36	)	$	(2	)	$	(30	)

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Supplemental Pro forma financial information

The following unaudited pro forma information gives effect to the Transaction as if it had occurred on the first day of the first quarter of fiscal 2011 (January 1, 2011). The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as (1) converting the mineral sands business financial statements to U.S. GAAP, (2) conforming the mineral sands business accounting policies to those applied by Tronox Incorporated, (3) to record certain incremental expenses resulting from purchase accounting adjustments, such as incremental depreciation expense in connection with fair value adjustments to property, plant and equipment, (4) to eliminate intercompany transactions between Tronox Incorporated and the mineral sands business, (5) to record the effect on interest expense related to borrowings in connection with the transaction and (6) to record the related tax effects. The unaudited pro forma financial information also includes adjustments for certain non-recurring items as of the first day of the first quarter of fiscal 2011 (January 1, 2011) such as (1) the impact of transaction costs of approximately $95 million, (2) the impact of the adjusted bargain purchase gain of $1,055 million and (3) the impact of reorganization income arising from Tronox Incorporated’s emergence from bankruptcy in the one month ended January 31, 2011 of approximately $613 million. The unaudited pro forma financial information is for illustrative purposes only and should not be relied upon as being indicative of the historical results that would have been obtained if the Transaction had actually occurred on that date, nor the results of operations in the future.

In accordance with ASC 805, the supplemental pro forma results of operations for the years ended December 31, 2012 and 2011, as if the mineral sands business had been acquired on January 1, 2011, are as follows:

	Years Ended December 31,
	2012		2011
Net Sales	$	2,120	$	2,302
Income from Operations	$	296	$	407
Net Income	$	239	$	2,105
Net Income attributable to Tronox Limited Shareholders	$	207	$	2,051
Basic earnings per share attributable to Tronox Limited Shareholders	$	1.70	$	16.29
Diluted earnings per share attributable to Tronox Limited Shareholders	$	1.67	$	15.91

6. Accounts Receivable

Accounts receivable, net of allowance for doubtful accounts, consisted of the following:

	Successor
	December 31, 2012			December 31, 2011
Trade receivables	$	371		$	269
Related parties		—			7
Other		23			2
Total		394			278
Allowance for doubtful accounts		(3	)		—
Net	$	391		$	278

The Company’s liquidity is concentrated in trade receivables that arise from sales of TiO₂ and titanium feedstock to customers in the TiO2 industry. The industry concentration has the potential to impact the Company’s overall exposure to credit risk, either positively or negatively, in that its customers may be similarly affected by changes in economic, industry or other conditions. The Company performs ongoing credit

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evaluations of its customers, and uses credit risk insurance policies from time to time, as deemed appropriate, to mitigate credit risk, but generally does not require collateral. The Company maintains allowances for potential credit losses based on historical experience. For the year ended December 31, 2012, the Company’s ten largest TiO2 customers represented approximately 46% of its total TiO₂ net sales; however, no single customer accounted for more than 10% of total net sales.

7. Inventories

Inventories at December 31, 2012 and 2011 were as follows:

	Successor
	December 31, 2012		December 31, 2011
Raw materials	$	221	$	124
Work-in-process		99		9
Finished goods(1)		477		130
Materials and supplies, net(2)		117		48
Total(3)	$	914	$	311

(1) Includes inventory on consignment to others of approximately $42 million and $12 million at December 31, 2012 and 2011, respectively.

(2) Materials and supplies consist of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of the Company’s products.

(3) The fair value of inventory from the acquired mineral sands business in the Transaction was $553 million.

8. Property, Plant and Equipment

	Successor
	December 31, 2012			December 31, 2011
Land and land improvements	$	80		$	51
Buildings		194			45
Machinery and equipment		1,158			405
Construction-in-progress		153			49
Furniture and fixtures		7			4
Other		6			3
Total		1,598			557
Less accumulated depreciation and amortization		(175	)		(53	)
Net	$	1,423		$	504

Depreciation expense related to property, plant and equipment for the year ended December 31, 2012, the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 was $127 million, $53 million, $4 million and $49 million, respectively.

9. Mineral Leaseholds

	Successor
	December 31, 2012			December 31, 2011
Mineral leaseholds	$	1,502		$	42
Less accumulated depletion		(63	)		(4	)
Net	$	1,439		$	38

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Depletion expense related to mineral leaseholds for the year ended December 31, 2012, the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 was $59 million, $4 million, less than $1 million and $1 million, respectively.

10. Intangible Assets

The gross cost and accumulated amortization of intangible assets, by major intangible asset category, were as follows:

	Successor
	December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(39	)	$	255
TiO2 technology		32		(3	)		29
Internal-use software(1)		38		(2	)		36
In-process research and development		5		(2	)		3
Trade names		3		(1	)		2
Other		1		—			1
Total	$	373	$	(47	)	$	326

(1) In connection with the Transaction, the Company acquired internal-use software, which was valued at $12 million on the Transaction Date. See Note 5.

	Successor
	December 31, 2011
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(19	)	$	275
TiO2 technology		32		(2	)		30
Internal-use software		12		—			12
In-process research and development		5		(1	)		4
Trade names		3		—			3
Other		1		—			1
Total	$	347	$	(22	)	$	325

Internal-use software relates to internal and external costs incurred during the development stage, which were being capitalized during 2011 and 2012. During 2012, the Company began amortizing such costs. Amortization expense related to intangible assets for the year ended December 31, 2012, the eleven months ended December 31, 2011, the one month ended January 31, 2011 and year ended December 31, 2010 was $25 million, $22 million, $0 and $0, respectively.

Estimated future amortization expense related to intangible assets is as follows:

	Total Amortization
2013	$	27
2014		27
2015		27
2016		25
2017		25
Thereafter		195
Total	$	326

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11. Accrued Liabilities

	Successor
	December 31, 2012		December 31, 2011
Unfavorable sales contracts(1)	$	64	$	—
Taxes other than income taxes(2)		58		5
Employee-related costs and benefits		45		27
Interest		22		1
Sales rebates		13		8
Other		7		5
Total	$	209	$	46

(1) In connection with the Transaction, the Company acquired sales contracts at unfavorable market terms, which were valued at $85 million on the Transaction Date. See Note 5.

(2) Includes transfer taxes incurred as a result of the Transaction and recorded in selling, general and administrative expenses on the Consolidated Statements of Operations.

12. Debt

Short-term Debt

	Successor
	December 31, 2012		December 31, 2011
UBS Revolver(1)	$	—	$	—
ABSA Revolver(2)		30		—
Wells Revolver(3)		—		—
Short-term debt	$	30	$	—

(1) Average effective interest rate of 3.9% in 2012.

(2) Average effective interest rate of 8.5% in 2012.

(3) Average effective interest rate of 4.7% in 2011 and 5.25% in 2012.

UBS Revolver

On June 18, 2012, in connection with the closing of the Transaction, the Company entered into a global senior secured asset-based syndicated revolving credit agreement with UBS AG (the “UBS Revolver”) with a maturity date of the fifth anniversary of the closing date. The UBS Revolver provides the Company with a committed source of capital with a principal borrowing amount of up to $300 million, subject to a borrowing base. The borrowing base is related to certain eligible inventory and accounts receivable held by the Company’s U.S., Australia and Netherlands subsidiaries. Obligations under the UBS Revolver are secured by a first priority lien on substantially all of the Company’s existing, and future deposit accounts, inventory and account receivables and certain related assets, excluding those held by its South African subsidiaries, Netherland’s subsidiaries and Bahamian subsidiary, and a second priority lien on all of the Company’s other assets, including capital shares which serve as security under the Term Facility (as defined below). At December 31, 2012, the Company’s borrowing base was $221 million.

The UBS Revolver bears interest at the Company’s option at either (i) the greater of (a) the lenders’ prime rate, (b) the Federal funds effective rate plus 0.50% and (c) the adjusted LIBOR rate for a one-month period plus 1% or (ii) the adjusted LIBOR rate, in each case plus the applicable margin. The applicable margin ranges from 1.5% to 2% for borrowings at the adjusted LIBOR rate, and from 0.5% to 1% for borrowings at the alternate base

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rate, based upon the average daily borrowing availability. For the first six months following the closing date, the applicable margins shall be deemed to be 1.75% for borrowings at the adjusted LIBOR rate and 0.75% for borrowings at the alternate base rate. In connection with obtaining the UBS Revolver, the Company incurred debt issuance costs of approximately $7 million. During the year ended December 31, 2012, amortization expense amounted to $1 million. During 2012, the Company borrowed $30 million against the UBS Revolver, which was repaid during 2012.

ABSA Revolving Credit Facility

In connection with the Transaction, the Company entered into a R900 million (approximately $106 million as of December 31, 2012) revolving credit facility with ABSA Bank Limited acting through its ABSA Capital Division (the “ABSA Revolver”) with a maturity date of June 14, 2017. During 2012, the Company had borrowings of R450 million (approximately $54 million) and repayments of R200 million (approximately $24 million). As of December 31, 2012, the Company had drawn down R250 million (approximately $30 million) on the ABSA Revolver.

The ABSA Revolver bears interest at (i) the base rate (defined as one month JIBAR, which is the mid-market rate for deposits in South African Rand for a period equal to the relevant period which appears on the Reuters Screen SAFEY Page alongside the caption YLD) as of 11h00 Johannesburg time on the first day of the applicable period, plus (ii) the Margin, which is 3.5%. In connection with obtaining the ABSA Revolver, the Company incurred debt issuance costs of $1 million. During the year ended December 31, 2012, amortization expense amounted to less than $1 million.

Wells Revolver

On February 14, 2011, Tronox Incorporated entered into a $125 million senior secured asset-based revolving credit agreement with Wells Fargo Capital Finance, LLC (the “Wells Revolver”). The Wells Revolver had a maturity date of February 14, 2015. The Wells Revolver provided the Company with a committed source of capital with a principal borrowing amount of up to $125 million subject to a borrowing base. Borrowing availability under the Wells Revolver was subject to a borrowing base, which was related to certain eligible inventory and receivables held by the Company’s U.S. subsidiaries. On February 8, 2012, the Company amended the Wells Revolver to facilitate the Transaction while keeping the revolver in force. In connection with refinancing the Wells Revolver, the Company wrote off deferred financing fees of $4 million. On June 18, 2012, the Company refinanced the Wells Revolver with the UBS Revolver.

During 2012, the Company borrowed $30 million against the Wells Revolver, which was repaid with borrowings under the UBS Revolver. During 2011, to facilitate its exit from bankruptcy and help pay for the buy-in of its 50% share of the Kwinana facility in Western, Australia TiO₂ expansion, the Company borrowed $39 million against the Wells Revolver, which by December 31, 2011, was fully repaid using cash generated from operations.

Debt acquired in the Transaction

In connection with the Transaction, the Company acquired short-term debt of $75 million (see Note 5), which was repaid during 2012.

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Long-Term Debt

	Initial Principal Amount		Maturity Date		Successor
					December 31, 2012			December 31, 2011
Senior Notes	$	900		8/15/20	$	900		$	—
Term Facility(1)	$	700		2/8/18		691			—
Exit Financing Facility(2)	$	425		10/21/15		—			421
Co-generation Unit Financing Arrangement	$	16		2/1/16		10			6
Lease financing						14			—
Total debt						1,615			427
Less: Long-term debt due in one year						(10	)		(6	)
Long-term debt					$	1,605		$	421

(1) Average effective interest rate of 5% in 2012.

(2) Average effective interest rate of 7.1% and 7.2% in 2012 and 2011, respectively.

The Company’s debt is recorded at historical amounts. At December 31, 2012 the fair value of the Senior Notes (as defined below) and the Term Facility (as defined below) was $910 million and $709 million, respectively. The Company determined the fair value of both the Senior Notes and the Term Facility using the Bloomberg market price as of December 31, 2012. At December 31, 2011, the total carrying value of long-term debt approximated its fair value due to the variable interest rates and frequent repricing of such instruments. The fair value hierarchy for long-term debt is a Level 2 input.

At December 31, 2012, the scheduled maturities of the Company’s long-term debt were as follows:

	Total Debt
2013(1)	$	11
2014		10
2015		10
2016		8
2017		7
Thereafter		1,575
Total		1,621
Remaining accretion associated with the Term facility		(6	)
Total debt	$	1,615

(1) Includes $1 million of remaining accretion associated with the Term Facility, which was issued net of an original issue discount of $7 million (see Term Facility discussion below).

Senior Notes

On August 20, 2012, Tronox Limited’s wholly-owned subsidiary, Tronox Finance LLC, issued $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Senior Notes”). The Senior Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Senior Notes bear interest semiannually at a rate equal to 6.375% and were sold at par value. The Senior Notes are fully and unconditionally guaranteed on a senior, unsecured basis by Tronox Limited and certain of its subsidiaries. The Senior Notes are redeemable at any time at the Company’s discretion. The Senior Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

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Approximately $326 million of the proceeds from the Senior Notes were used for returns of shareholder capital, in the form of share buybacks. The remainder of the proceeds have been or will be used for general corporate purposes, and, are subject to required approvals, may also be used for further returns of capital to shareholders from time to time (including by way of dividend).

The Company recorded debt issuance fees of $18 million, which are being amortized over the life of the debt, and are included in “Other long-term assets” on the Consolidated Balance Sheets. During the year ended December 31, 2012, amortization expense amounted to $1 million.

Term Facility

	Successor
	December 31, 2012			December 31, 2011
Term Facility	$	697		$	—
Discount		(6	)		—
Term Facility, net	$	691		$	—

On February 8, 2012, Tronox Incorporated’s wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., entered into a term loan facility with Goldman Sachs Bank USA comprised of a $550 million Senior Secured Term Loan and a $150 million Senior Secured Delayed Draw Term Loan (together, the “Term Facility”). The Term Facility has a maturity date of February 8, 2018. The Term Facility was issued net of an original issue discount of $7 million, or 1% of the initial principal amount, which is being amortized over the life of the Term Facility. On June 14, 2012, in connection with the closing of the Transaction, Tronox Pigments (Netherlands) B.V. drew down the $150 million Senior Secured Delayed Draw Term. During the year ended December 31, 2012, the Company made principal repayments of approximately $3 million.

The Term Facility bears interest at a base rate plus a margin of 2.25% or adjusted Eurodollar rate plus a margin of 3.25% (in each case with a possible 0.25% increase or decrease based on the Company’s public credit rating). The base rate is defined as the greater of (i) the prime lending rate as quoted in the print edition of The Wall Street Journal, (ii) the Federal funds rate plus 0.5%, or (iii) 2%.

The Term Facility is secured by a first priority lien on substantially all of the Company’s and the subsidiary guarantors’ existing and future property and assets. This includes, upon the consummation of the Transaction, certain assets acquired in the Transaction. The terms of the Term Facility provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) dispositions of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders.

In connection with obtaining the Term Facility, Tronox Incorporated incurred debt issuance costs of $17 million, of which $5 million was paid in 2011 and $12 million was paid in 2012. Such costs are recorded in “Other long-term assets” on the Consolidated Balance Sheets, and are being amortized through the maturity date. During the year ended December 31, 2012, amortization expense amounted to $3 million.

Exit Financing Facility

On February 14, 2011, Tronox Incorporated’s senior secured super-priority DIP and Exit Credit Agreement with Goldman Sachs Lending Partners, in accordance with its terms, converted into a $425 million exit facility with a maturity date of October 21, 2015 (the “Exit Financing Facility”). The Exit Financing Facility bore interest at the greater of a base rate plus a margin of 4% or adjusted Eurodollar rate plus a margin of 5%. The

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base rate was defined as the greater of (i) the prime lending rate as quoted in the print edition of The Wall Street Journal, (ii) the Federal Funds Rate plus 0.5%, or (iii) 3%. The adjusted Eurodollar rate is defined as the greater of (i) the LIBOR rate in effect at the beginning of the interest period, or (ii) 2%. Interest was payable quarterly or, if the adjusted Eurodollar rate applied, it was payable on the last day of each interest period. On February 8, 2012, Tronox Incorporated refinanced the Exit Facility with the Term Facility, as discussed above. In connection with the refinancing, the Company repaid $421 million.

Co-generation Unit Financing Arrangement

In March 2011, the Tiwest Joint Venture acquired a steam and electricity gas fired co-generation plant, adjacent to its Kwinana pigment plant, through a five year financing arrangement. Tronox Western Australia Pty Ltd, the Company’s wholly-owned subsidiary, owned a 50% undivided interest in the co-generation plant through the Tiwest Joint Venture. In order to finance its share of the asset purchase, Tronox Incorporated incurred debt totaling $8 million. In connection with the Transaction, the Company acquired the remaining 50% undivided interest in the co-generation plant from Exxaro, along with its debt of $6 million. Under the financing arrangement, monthly payments are required and interest accrues on the outstanding balance at the rate of 6.5% per annum. During the year ended December 31, 2012, the Company made principal repayments of approximately $2 million.

Lease Financing

In connection with the Transaction, the Company acquired capital lease obligations in South Africa, which are payable through 2032 at a weighted average interest rate of approximately 17%. At December 31, 2012, such obligations had a net book value of assets recorded under capital leases aggregating $9 million. During 2012, the Company made payments of less than $1 million.

Financial Covenants

At December 31, 2012, the Company had financial covenants in the UBS Revolver, the ABSA Revolver and the Term Facility.

The terms of the UBS Revolver provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) dispositions of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders. The UBS Revolver requires the Company to maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1 to 1 calculated on a quarterly basis only if excess availability on the UBS Revolver is less than the greater of (A) $20 million and (B) 10% of the lesser of (x) the aggregate commitments in effect at such time and (y) the borrowing base at such time. If the Company is required to maintain the Consolidated Fixed Charge Coverage Ratio then it will be required to maintain such ratio until, during the preceding 60 consecutive days, borrowing availability would have been at all times greater than the greater of (i) $20 million and (ii) 10% of the aggregate commitments in effect at such time.

The ABSA Revolver requires the ratio of (i) South African Consolidated EBITDA, as defined in the agreement, to South African Net Interest Expense shall not be less than 5:1 and (ii) South African Consolidated Net Debt to South African Consolidated EBITDA, as defined in the agreement, shall be less than 2:1.

The Term Facility requires that a leverage ratio, as defined in the agreement, not exceed, as of the last day of any fiscal quarter, the correlative ratio as follows:

Fiscal Quarter Ending	Total Leverage Ratio
December 31, 2012 through December 31, 2015		3:1
March 31, 2016 and thereafter		2.25:1

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The Term Facility and the UBS Revolver are subject to an intercreditor agreement pursuant to which the lenders’ respective rights and interests in the security are set forth. The Company was in compliance with its financial covenants at December 31, 2012.

The Company’s has pledged the majority of our U.S. assets and certain assets of its non-U.S. subsidiaries in support of our outstanding debt.

Interest Expense

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011		Year Ended December 31, 2010
Interest expense(1)	$	53		$	29		$	3	$	40
Amortization of deferred debt issuance costs and discount on debt		10			1			—		9
Other		4			1			—		1
Capitalized interest		(2	)		(1	)		—		—
Interest and debt expense	$	65		$	30		$	3	$	50

(1) For the one month ended January 31, 2011, interest expense excludes $3 million, which would have been payable under the terms of the Company’s $350 million 9.5% senior unsecured notes.

13. Asset Retirement Obligations

To the extent a legal obligation exists, an ARO is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at Tronox’s credit-adjusted risk-free interest rate. The Company’s consolidated financial statements classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations.

The Company’s AROs are as follows:

• the KZN mine and the Namakwa Sands mine, both in South Africa, to restore the areas that have been disturbed as required under the mining leases;

• decommissioning on wet and dry separation plants and smelting operations in South Africa;

• mine closure and rehabilitation costs in Western Australia to restore the area that has been disturbed, as required under the mining lease;

• plant closure and exit costs associated with certain industrial sites in Western Australia, whereby the Company is required to return the sites to their original states under licensing conditions;

• plant closure and exit costs associated with the Botlek, the Netherlands facility, whereby the Company is required to return the site back to its original state at the end of its long-term lease; and

• landfill closure costs at the Hamilton, Mississippi facility to address one-time closure costs (cap with liner and cover with soil) and annual monitoring costs of the closed landfill under applicable state environmental laws in Mississippi.

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A summary of the changes in the AROs during the year ended December 31, 2012 is as follows:

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Beginning balance	$	30		$	29		$	19
Additions		7			—			—
Accretion expense		5			2			—
Changes in estimates, including cost and timing of cash flows		9			1			—
Settlements/payments		(1	)		(2	)		—
AROs acquired in the acquisition of the mineral sands business		58			—			—
Fresh-start adjustments		—			—			10
Ending balance	$	108		$	30		$	29
Current portion included in accrued liabilities	$	2		$	1		$	1
Noncurrent portion	$	106		$	29		$	28

A summary of the AROs is included in the table below:

Australia	$	62
South Africa		34
Botlek		11
Hamilton		1
Total AROs	$	108

Environmental Rehabilitation Trust

The Company has established an environmental rehabilitation trust in respect of the prospecting and mining operations in South Africa in accordance with applicable regulations. The trustees of the fund are appointed by the Company and consist of sufficiently qualified Tronox Limited employees capable of fulfilling their fiduciary duties. The environmental rehabilitation trust received, holds, and invests funds for the rehabilitation or management of negative environmental impacts associated with mining and exploration activities. The contributions are aimed at providing sufficient funds at date of estimated closure of mining activities to address the rehabilitation and environmental impacts. Funds accumulated for a specific mine or exploration project can only be utilized for the rehabilitation and environmental impacts of that specific mine or project. Currently, the funds are invested in highly liquid, short-term instruments; however, the investment growth strategy has not been finalized. If a mine or exploration project withdraws from the fund for whatever valid reason, the funds accumulated for such mine or exploration project are transferred to a similar fund approved by management. At December 31, 2012, the environmental rehabilitation trust assets were $20 million, which were recorded in “Other long-term assets” on the Consolidated Balance Sheets.

14. Commitments and Contingencies

Leases—At December 31, 2012, minimum rental commitments, primarily for buildings, land, equipment and railcars under non-cancellable operating leases was $29 million for 2013, $27 million for 2014, $25 million for 2015, $23 million for 2016, $23 million for 2017 and $157 million thereafter. Total rental expense related to operating leases was $8 million, $12 million, $1 million and $15 million, respectively, for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010. Future minimum lease payments under capital leases at December 31, 2012 were not significant. See Note 12.

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Purchase Commitments—At December 31, 2012, purchase commitments were $344 million for 2013, $318 million for 2014, $257 million for 2015, $7 million for 2016, $7 million for 2017 and $58 million thereafter.

Letters of Credit—At December 31, 2012, the Company had outstanding letters of credit, bank guarantees and performance bonds of approximately $55 million, of which $29 million in letters of credit were issued under the UBS Revolver.

Environmental Contingencies—In accordance with ASC 450, the Company recognizes a loss and records an undiscounted liability when litigation has commenced or a claim or an assessment has been asserted or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be estimated. It is not possible for the Company to reliably estimate the amount and timing of all future expenditures related to environmental matters because, among other reasons, environmental laws and regulations, as well as enforcement policies and clean up levels, are continually changing, and the outcome of court proceedings, alternative dispute resolution proceedings (including mediation) and discussions with regulatory agencies are inherently uncertain.

The Company believes that it has reserved adequately for the probable and reasonably estimable costs of known contingencies. There is no environmental litigation, claim or assessment that has been asserted nor is there any probability of an assessment or a claim for which the Company has not recorded a liability. However, additions to the reserves may be required as additional information is obtained that enables the Company to better estimate its liabilities. The Company cannot reliably estimate the amount of future additions to the reserves at this time. In certain situations, reserves may be probable but not estimable. Additionally, sites may be identified in the future where the Company could have potential liability for environmental related matters. If a site is identified, the Company will evaluate to determine what reserve, if any, should be established.

Legal—The Western Australia Office of State Revenue (the “OSR”) continues to review their technical position on the imposition of stamp duty on the transfer of Tronox Incorporated’s shares related to Kerr-McGee’s restructuring in 2002 and from the share transfer related to the spinoff of Tronox Incorporated from Kerr-McGee in 2005. On January 17, 2012, the OSR contacted the Company seeking additional information related to the 2005 spinoff. In addition, the OSR informed the Company that it has made a preliminary determination that the Company was land rich at the time of the 2002 share transfers and, as a result, the Company may be liable for stamp duty and penalties arising from that share transfer. The OSR has not made an assessment at this time and continues discussions with the Company and its legal advisors. The Company has accrued stamp duty on the 2002 transaction in the amount of $3 million based upon its position that the Company was not land rich at the time of the share transfers. The Company intends to exercise all of its legal and administrative remedies in the event that the OSR makes an assessment based upon its claim that it is land rich.

During 2011, the outstanding legal disputes between the Company and RTI Hamilton, Inc dating back to 2008 came to a close with the parties reaching an agreement in principle. The agreement reflects a compromise and settlement of disputed claims in complete accord and satisfaction thereof. RTI Hamilton paid Tronox the sum of $11 million, of which $1 million constituted payment for capital costs incurred by the Company in relation to the agreement, plus interest.

Other Matters—From time to time, the Company may be party to a number of legal and administrative proceedings involving environmental and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on the Company. These proceedings may be associated with facilities currently or previously owned, operated or used by the Company and/or its predecessors, some of which may include claims for personal injuries, property damages, cleanup costs and other environmental matters. Current and former operations of the Company may also involve management of regulated materials, which are subject to various environmental laws and regulations including the

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Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”) or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which the Company operates.

15. Shareholders’ Equity

Share split Declared

On June 26, 2012, the Board approved a 5-to-1 share split for holders of its Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class. As a result of the share split, the Company recorded an increase to Class A and Class B Shares of $1 million with corresponding decreases to “Retained earnings” on the Consolidated Balance Sheets.

Outstanding Shares

The changes in outstanding and treasury shares for the year ended December 31, 2012 were as follows:

Tronox Limited Class A Shares outstanding:
Balance at December 31, 2011	—
Shares issued in connection with the Transaction(1)	76,644,650
Shares issued for share-based compensation	24,620
Shares issued for warrants exercised	9,353
Shares purchased by the T-Bucks Trust(2)	(548,234	)
Class A Shares purchased by Exxaro, and converted to Class B Shares	(1,400,000	)
Shares repurchased/cancelled(3)	(12,626,400	)
Balance at December 31, 2012	62,103,989
Tronox Limited Class B Shares outstanding:
Balance at December 31, 2011	—
Shares issued in connection with the Transaction	49,754,280
Class A Shares purchased by Exxaro, and converted to Class B Shares	1,400,000
Balance at December 31, 2012	51,154,280
Tronox Incorporated shares outstanding:
Balance at December 31, 2011	75,383,455
Shares issued for share-based compensation	570,785
Shares issued for warrants exercised	690,385
Shares issued for claims	25
Shares exchanged in connection with the Transaction(1)	(76,644,650	)
Balance at December 31, 2012	—
Tronox Incorporated shares held as treasury:
Balance at December 31, 2011	472,565
Shares issued for share-based compensation	239,360
Shares cancelled in connection with the Transaction(1)	(711,925	)
Balance at December 31, 2012	—

(1) Shares issued in connection with the Transaction have been adjusted for the 5-for-1 share split. On the Transaction Date, the Company issued 15,328,930 Class A Shares and 9,950,856 Class B Shares.

(2) During the third quarter of 2012, the Company created the T-Bucks Employee Participation Plan for the benefit of certain employees in South Africa. See Note 19 for additional information.

(3) In accordance with Australian law, the Company is not permitted to hold shares of its own ordinary shares. As such, all Class A Shares that were repurchased by the Company have been cancelled. Additionally, all

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shares of Tronox Incorporated common stock that were held by Tronox Incorporated on the Transaction date were cancelled in connection with the Transaction. The number of Class A Shares repurchased has been adjusted for the 5-for-1 share split.

Warrants

As part of its emergence from bankruptcy, Tronox Incorporated issued to existing holders of its equity, warrants in two tranches, Series A warrants and Series B warrants (collectively, the “Tronox Incorporated Warrants”), to purchase up to an aggregate of 1,216,216 shares, or 7.5%, Tronox Incorporated’s shares. In connection with the Transaction, and pursuant to the terms of the Tronox Incorporated Warrant Agreement, Tronox Limited entered into an amended and restated warrant agreement, dated as of the Transaction Date, whereby the holders of the Tronox Limited Warrants are entitled to purchase one Class A Share and receive $12.50 in cash at the initial exercise prices of $62.13 for each Series A Warrant (the “Series A Warrants”) and $68.56 for each Series B Warrant (the “Series B Warrants,” collectively with the Series A Warrants, the “Warrants”). On the Transaction Date, there were 841,302 Warrants outstanding. The Warrants have a seven-year term from the date initially issued and will expire on February 14, 2018. A holder may exercise the Warrants by paying the applicable exercise price in cash or on a cashless basis. The Warrants are freely transferable by the holder thereof.

In connection with the share split, holders of the Warrants are entitled to purchase five Class A Shares and receive $12.50 in cash at the initial exercise prices of $62.13 for each Series A Warrant and $68.56 for each Series B Warrant. As of December 31, 2012 there were 364,817 Series A Warrants and 474,421 Series B Warrants outstanding.

Share Repurchases

On June 26, 2012, the Board authorized the repurchase of 10% of Tronox Limited voting securities in open market transactions. During 2012, the Company repurchased 12,626,400 Class A Shares, affected for the 5-for-1 share split, at an average price of $25.84 per share, inclusive of commissions, for a total cost of $326 million. Repurchased shares were subsequently cancelled in accordance with Australian law. On September 27, 2012, the Company announced the successful completion of its share repurchase program.

Exxaro Share Purchases

The Company’s constitution provides that, subject to certain exceptions, when Exxaro acquires a Class A Share, it automatically converts to a Class B Share. As such, Exxaro generally will not hold Class A Shares. During October 2012, Exxaro purchased 1,400,000 Class A Shares in market purchases, which converted to Class B Shares.

Dividends Declared

On November 8, 2012, the Board declared a quarterly dividend of $0.25 per share to holders of Class A Shares and Class B Shares, totaling approximately $29 million. On June 26, 2012, the Board declared a quarterly dividend of $0.25 per share to holders of Class A Shares and Class B Shares, totaling $32 million.

Tronox Incorporated Common Shares

On August 6, 2012, Tronox Limited and Tronox Incorporated filed post-effective amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-181842) declared effective by the SEC on July 11, 2012 (the “Form S-1”) to deregister the Tronox Incorporated Class A common shares and exchangeable shares which were not issued on the date of the Transaction.

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16. Noncontrolling Interest

In connection with the Transaction, Exxaro and its subsidiaries retained a 26% ownership interest in each of Tronox KZN Sands Pty Ltd and Tronox Mineral Sands Pty Ltd in order to comply with the ownership requirements of the BEE legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances (i.e., the earlier of the termination of the Empowerment Period or the tenth anniversary of completion of the Transaction).

A reconciliation of the beginning and ending balances of noncontrolling interest on the Company’s Consolidated Balance Sheets is presented below.

Balance at January 1, 2012	$	—
Fair value of noncontrolling interest on the Transaction Date		233
Net loss attributable to noncontrolling interest		(1	)
Effect of exchange rate changes		1
Balance at December 31, 2012	$	233

17. Income Taxes

The Company’s operations are conducted through its various subsidiaries in a number of countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. For the year ended December 31, 2012, Tronox Limited is the public parent registered under the laws of the State of Western Australia. For the year ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, Tronox Incorporated was the public parent, a Delaware corporation, registered in the United States. Income (loss) from continuing operations before income taxes is comprised of the following:

	Successor					Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011		Year Ended December 31, 2010
Australia	$	1,019		$	70	$	107	$	2
United States		10			120		497		(10	)
Other		(21	)		72		28		15
Total	$	1,008		$	262	$	632	$	7

The income tax benefit (provision) from continuing operations is summarized below:

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Australian:
Current	$	(28	)	$	(1	)	$	—		$	(6	)
Deferred		124			(4	)		(1	)		5
U.S. Federal & State:
Current		(9	)		—			—			—
Deferred		—			—			—			—
Other:
Current		—			(14	)		—			(1	)
Deferred		38			(1	)		—			—
Total benefit(provision) from continuing operations	$	125		$	(20	)	$	(1	)	$	(2	)

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In the following table, the applicable statutory income tax rates are reconciled to the Company’s effective income tax rates for “Income (Loss) from Continuing Operations” as reflected in the Consolidated Statements of Operations.

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Statutory tax rate		30	%		35	%		35	%		35	%
Increases (decreases) resulting from:
Tax rate differences		(6	)		(5	)		—			93
Foreign exchange		—			—			—			39
Disallowable expenditures		(1	)		7			—			166
Foreign interest disallowance		—			2			—			61
Gain on bargain purchase (net of tax)		(31	)		—			—			—
Resetting of tax basis to market value		(7	)		—			—			—
Permanent adjustment for fresh start (net of tax)		—			—			(29	)		—
Prior year accruals		—			(1	)		—			23
Change in uncertain tax positions		—			(6	)		—			54
U.S. state income taxes		—			2			—			(15	)
Valuation allowances		(1	)		(25	)		(1	)		(427	)
Withholding taxes		2			—			—			—
Other, net		2			(1	)		(5	)		1
Effective tax rate		(12	%)		8	%		0	%		30	%

The application of business combination accounting on June 15, 2012, resulted in the remeasurement of deferred income taxes associated with recording the assets and liabilities of the acquired entities at fair value pursuant to ASC 805. As a result, deferred income taxes of $185 million were recorded in accordance with ASC 740.

Additionally, certain subsidiaries of the Company re-domiciled in Australia subsequent to the Transaction. Because the Australian tax laws provide for a resetting of the tax basis of the business assets to market value, the Company recorded a tax benefit related to this market value basis adjustment. The overall tax benefit from this basis adjustment increase was partially offset by a valuation allowance. Because this basis change did not pertain to an entity acquired in the Transaction, this net tax benefit was recorded through tax expense and did not impact the Company’s gain on bargain purchase.

The application of fresh-start accounting on January 31, 2011, resulted in the re-measurement of deferred income tax liabilities associated with the revaluation of Tronox Incorporated and subsidiaries’ assets and liabilities pursuant to ASC 852. As a result, deferred income taxes were recorded at amounts determined in accordance with ASC 740 of $12 million as part of reorganization income. Additionally, during 2011, Tronox Incorporated released valuation allowances against certain of its deferred tax assets in the Netherlands and Australia resulting from this re-measurement.

For U.S. federal income tax purposes, typically the amount of cancellation of debt income (“CODI”) recognized, and accordingly the amount of tax attributes that may be reduced, depends in part on the fair market value of non-cash consideration given to creditors. On Tronox Incorporated’s date of emergence, the fair market value of non-cash consideration given was such that the creditors received consideration in excess of their claims. For this reason, Tronox Incorporated did not recognize any CODI and retained all of its U.S. tax attributes. In addition, Tronox Incorporated reflected a tax deduction for the premium paid to the creditors of $1,130 million. This deduction will increase the Company’s net operating losses (“NOL’s”) in the United States and in various states where the Company has filing requirements. The resulting federal tax benefit of $395

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million and the estimated corresponding state tax benefit of $51 million, net of the deferred federal effect, have been fully offset by a valuation allowance in accordance with ASC 740, after considering all available positive and negative evidence. Because the financial offset for the consideration given to creditors was recorded through equity, neither the tax benefits nor the offsetting valuation allowance impacts were shown in the effective tax rate calculations. Instead, the excess tax benefit, which netted to zero with the valuation allowance, was reflected as an equity adjustment.

The Company does not believe an ownership change occurred as a result of the Transaction. Upon the Company’s emergence from bankruptcy in the period ended January 31, 2011 the Company experienced an ownership change resulting in a limitation under IRC Sections 382 and 383 related to its U.S. NOL’s generated prior to emergence from bankruptcy. The Company does not expect that the application of these limitations will have any material affect upon its U.S. federal or state income tax liabilities.

Net deferred tax assets (liabilities) at December 31, 2012 and 2011 were comprised of the following:

	Successor
	December 31, 2012			December 31, 2011
Deferred tax assets:
Net operating loss and other carryforwards	$	664		$	495
Property, plant and equipment		197			6
Reserves for environmental remediation and restoration		31			6
Obligations for pension and other employee benefits		79			57
Investments		31			34
Grantor trusts		109			123
Inventory		2			4
Interest		24			—
Other accrued liabilities		50			16
Long-term notes payable		52			—
Unrealized foreign exchange losses		10			1
Other		8			1
Total deferred tax assets		1,257			743
Valuation allowance associated with deferred tax assets		(753	)		(561	)
Net deferred tax assets		504			182
Deferred tax liabilities:
Property, plant and equipment		(386	)		(67	)
Intangibles		(110	)		(118	)
Inventory		(22	)		(1	)
Other		(8	)		(2	)
Total deferred tax liabilities		(526	)		(188	)
Net deferred tax asset (liability)	$	(22	)	$	(6	)
Balance sheet classifications:
Deferred tax assets—current	$	114		$	4
Deferred tax assets—long-term		91			9
Deferred tax liability—current		(5	)		—
Deferred tax liability—long-term		(222	)		(19	)
Net deferred tax asset	$	(22	)	$	(6	)

During the years ended December 31, 2012 and 2011, the total change to the valuation allowance was an increase of $192 million and an increase of $215 million, respectively.

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The deferred tax assets generated by tax loss carryforwards have been partially offset by valuation allowances. The expiration of these carryforwards at December 31, 2012, is shown below. These expiration amounts are comprised of Australian, United States, state, and other jurisdictional losses.

	Australia		U.S. Federal		U.S. State		Other		Tax Loss Carryforwards Total
2013	$	—	$	—	$	—	$	22	$	22
2014		—		—		—		52		52
2015		—		—		—		31		31
2016		—		—		11		6		17
2017		—		—		—		3		3
Thereafter		253		1,226		1,431		322		3,232
Total tax losses	$	253	$	1,226	$	1,442	$	436	$	3,357

At December 31, 2012, Tronox Limited, the new Australian holding company, has no undistributed earnings of foreign subsidiaries. Tronox Incorporated has certain foreign subsidiaries with undistributed earnings which total $199 million. The Company has made no provision for deferred taxes for these undistributed earnings because they are considered to be indefinitely reinvested outside of the parents’ taxing jurisdictions. The distribution of these earnings in the form of dividends or otherwise may subject the Company to U.S. federal and state income taxes and potentially to foreign withholding taxes. However, because of the complexities of taxation of foreign earnings, it is not practicable to estimate the amount of additional tax that might be payable on the eventual remittance of these earnings to their parent corporations.

The Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of current alternative minimum tax and state tax payments until the valuation allowance in the United States is eliminated. ASC 740 requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2012 is as follows:

	Successor 2012
Balance at January 1	$	2
Additions for tax positions related to prior year		2
Balance at December 31	$	4

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

	2011
Predecessor: Balance at January 1	$	13
Successor: Balance at January 31		13
Additions for tax positions related to the current year		1
Decrease due to settlements		(3	)
Decrease due to lapse of applicable statute of limitations		(9	)
Successor: Balance at December 31	$	2

Included in the balance at December 31, 2012 and 2011, were tax positions of $1 million and $1 million, respectively, for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. The net benefit associated with approximately $3 million and $1 million of the December 31, 2012 and 2011 reserve, respectively, for unrecognized tax benefits, if recognized, would affect the effective income tax rate.

F-66

As a result of potential settlements, it is reasonably possible that the Company’s gross unrecognized tax benefits for interest deductibility may decrease within the next twelve months by an amount up to $4 million.

The Company recognizes interest and penalties related to unrecognized tax benefits in “Income tax benefit (provision)” on the Consolidated Statements of Operations. During the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011, and year ended December 31, 2010, the Company recognized approximately $0 million, $(10) million, $0 million, and $2 million, respectively, in gross interest and penalties in the Consolidated Statement of Operations. At December 31, 2012 and 2011, the Company had no remaining accruals for the gross payment of interest and penalties related to unrecognized tax benefits and the noncurrent liability section of the Consolidated Balance Sheet reflected $4 million and $2 million, respectively, as the reserve for uncertain tax positions.

The Australian returns of the Company are closed through 2004. The U.S. returns are closed for years through 2008, with the exception of issues for which the Kerr-McGee Corporation refund claim is being pursued in the United States Court of Federal Claims. The Netherlands returns are closed through 2005. The Switzerland returns are closed through 2009. In accordance with the Transaction Agreement, the Company is not liable for income taxes of the acquired companies with respect to periods prior to the Transaction Date.

The Company believes that it has made adequate provision for income taxes that may be payable with respect to years open for examination; however, the ultimate outcome is not presently known and, accordingly, additional provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

18. Earnings Per Share

Basic earnings per share is computed utilizing the two-class method, and is calculated based on weighted-average number of ordinary shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted-average number of ordinary and ordinary equivalent shares outstanding during the periods utilizing the two-class method for nonvested restricted shares, warrants and options.

Certain unvested awards issued under the Tronox Limited Management Equity Incentive Plan and the T-Bucks Employee Participation Plan, as further discussed in Note 19, contain non-forfeitable rights to dividends declared on Class A Shares. Any unvested shares that participate in dividends are considered participating securities, and are included in the Company’s computation of basic and diluted earnings per share using the two-class method, unless the effect of including such shares would be antidilutive. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of ordinary shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.

F-67

The following table sets forth the number of shares utilized in the computation of basic and diluted earnings per share from continuing operations for the periods indicated. The weighted average shares outstanding, potentially dilutive shares, earnings per share and anti-dilutive shares of the Successor have been restated to affect the 5-for-1 share split discussed in Note 15.

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Numerator—Basic and Diluted:
Income from Continuing Operations	$	1,133		$	242		$	631		$	5
Add: Loss attributable to noncontrolling interest		1			—			—			—
Less: Dividends paid		(61	)		—			—			—
Undistributed earnings		1,073			242			631			5
Percentage allocated to ordinary shares		99.26	%		100	%		100	%		100	%
Undistributed earnings allocated to ordinary shares		1,065			242			631			5
Add: Dividends paid allocated to ordinary shares		60			—			—			—
Earnings available to ordinary shares	$	1,125		$	242		$	631		$	5
Denominator—Basic:
Weighted-average ordinary shares (in thousands)		98,985			74,905			41,311			41,232
Add: Effect of Dilutive Securities:
Restricted stock		49			275			88			151
Warrants		2,372			2,895			—			—
Options		—			20			—			—
Denominator—Dilutive		101,406			78,095			41,399			41,383
Earnings per Share:
Basic earnings per Share(1)	$	11.37		$	3.22		$	15.28		$	0.11
Diluted earnings per Share(1)	$	11.10		$	3.10		$	15.25		$	0.11

(1) The basic and diluted earnings per share amounts were computed from exact, not rounded, income and share information.

In computing diluted earnings per share under the two-class method, the Company considered potentially dilutive shares. For the year ended December 31, 2012, 528,759 options with an average exercise price of $25.16 were not recognized in the diluted earnings per share calculation as they were antidilutive. For the one month ended January 31, 2011, 1,152,408 options with an average exercise price of $9.54 were anti-dilutive because they were not “in the money.”

During 2012, the Company created the T-Bucks Employee Purchase Plan for the benefit of certain employees at Tronox subsidiaries in South Africa. Shares held by the Trust are not considered outstanding for purposes of computing earnings per share. See Note 19 for additional information on the T-Bucks Employee Purchase Plan.

19. Share-based Compensation

Compensation expense related to restricted share awards was $29 million, $14 million, less than $1 million and $1 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively. Compensation expense related to the

F-68

Company’s nonqualified option awards was $2 million, less than $1 million, $0 million and less than $1 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively. During the one month ended January 31, 2011, the tax benefit associated with compensation expense had a corresponding offset to the valuation allowance, yielding no overall income tax benefit.

As of December 31, 2012, unrecognized compensation expense related to the Company’s restricted shares and options, adjusted for estimated forfeitures, was approximately $30 million, with such unrecognized compensation expense expected to be recognized over a weighted-average period of approximately 3 years. The ultimate amount of such expense is dependent upon the actual number of restricted shares and options that vest. The Company periodically assesses the forfeiture rates used for such estimates. A change in estimated forfeiture rates would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense above.

Tronox Limited Management Equity Incentive Plan

On the Transaction Date, Tronox Limited adopted the Tronox Limited management equity incentive plan (the “Tronox Limited MEIP”), which permits the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Board in its discretion deems appropriate, including any combination of the above. Subject to further adjustment, the maximum number of shares which may be the subject of awards (inclusive of incentive options) is 12,781,225 Class A Shares.

Restricted Shares

During 2012, the Company granted 341,755 restricted share awards to employees, which have both time requirements and performance requirements. The time provisions are graded vesting, while the performance provisions are cliff vesting and have a variable payout. During 2012, the Company granted 34,740 restricted share awards with graded vesting to members of the Board. In accordance with ASC 718, the restricted share awards issued during 2012 are classified as equity awards and are accounted for using the fair value established at the grant date.

The following table summarizes restricted share activity for the year ended December 31, 2012.

	Number of Shares			Fair Value(1)
Balance at December 31, 2011		—		$	—
Awards converted from Tronox Incorporated to Tronox Limited in connection with the Transaction		420,765			16.99
Awards granted		376,495			24.97
Awards earned		(24,620	)		20.87
Awards forfeited		(11,575	)		29.32
Balance at December 31, 2012		761,065		$	20.62
Outstanding awards expected to vest		754,162		$	20.57

(1) Represents the weighted-average grant-date fair value.

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Options

On October 26, 2012 and November 12, 2012, the Company granted 88,233 and 711 options, respectively, to employees to purchase Class A Shares, respectively, which vest over a three year period. The following table presents a summary of activity for the year ended December 31, 2012:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		—		$	—		—	$	—
Options converted to Tronox Limited in connection with the Transaction		517,330			24.56		9.10		—
Options issued		247,904			23.83		9.62		—
Options forfeited		(159,880	)		22.55		—		—
Options vested		(76,595	)		22.25		—		—
Outstanding at December 31, 2012		528,759		$	25.16		9.38	$
Outstanding awards expected to vest		491,416		$	25.23		9.40		—

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable. The fair value of awards granted in connection with the share split has been affected to reflect the estimated fair value on the date of such share split.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at December 31, 2012 and the options’ exercise price. Options issued in connection with the share split had no effect on the intrinsic value of outstanding options.

October 26, 2012 Grants

Valuation and Cost Attribution Methods. Options’ fair value was determined on the date of grant using the Black-Scholes option-pricing model and was recognized in earnings on a straight-line basis over the employee service period of three years necessary to earn the awards, which is the vesting period. The Company ran the Black-Scholes option-pricing model for the 88,233 options granted on October 26, 2012 and used the following assumptions:

	2012
Risk-free interest rate		1.02	%
Expected dividend yield		4.84	%
Expected volatility		56	%
Expected term (years)		10
Per-unit fair value of options granted	$	7.03

The Company used the fair market value and exercise price of $20.64, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on October 26, 2012.

Expected Volatility—In setting the volatility assumption, the Company considered the most recent reported volatility of each compensation peer company. For the 2012 valuation, the peer company group included the following companies: Cabot Corporation, Celanese Corporation, Cliffs Natural Resources Inc., Cytec Industries Inc., Eastman Chemical Company, FMC Corporation, Freeport-McMoRan Copper & Gold Inc., Georgia Gulf Corporation, Huntsman Corporation, Kronos Worldwide, Inc., PPG Industries, Inc., Rockwood Holdings, Inc., RPM International Inc., The Sherwin-Williams Company, Southern Copper Corporation, Teck Resources Limited, The Valspar Corporation, W.R. Grace & Co, and Westlake Chemical Corporation.

Risk-free interest rate—The Company used a risk-free interest rate of 1.02%, which was the risk-free interest rate based on U.S. Treasury Strips available with maturity period consistent with expected life assumption.

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November 12, 2012 Grants

Valuation and Cost Attribution Methods. Options’ fair value was determined on the date of grant using the Black-Scholes option-pricing model and was recognized in earnings on a straight-line basis over the employee service period of three years necessary to earn the awards, which is the vesting period. The Company ran the Black-Scholes option-pricing model for the 711 options granted on November 12, 2012 and used the following assumptions:

	2012
Risk-free interest rate		0.87	%
Expected dividend yield		5.34	%
Expected volatility		56	%
Expected term (years)		10
Per-unit fair value of options granted	$	6.07

The Company used the fair market value and exercise price of $18.72, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on November 12, 2012.

Expected Volatility—In setting the volatility assumption, the Company considered the most recent reported volatility of each compensation peer company. For the 2012 valuation, the peer company group included the following companies: Cabot Corporation, Celanese Corporation, Cliffs Natural Resources Inc., Cytec Industries Inc., Eastman Chemical Company, FMC Corporation, Freeport-McMoRan Copper & Gold Inc., Georgia Gulf Corporation, Huntsman Corporation, Kronos Worldwide, Inc., PPG Industries, Inc., Rockwood Holdings, Inc., RPM International Inc., The Sherwin-Williams Company, Southern Copper Corporation, Teck Resources Limited, The Valspar Corporation, W.R. Grace & Co, and Westlake Chemical Corporation.

Risk-free interest rate—The Company used a risk-free interest rate of 0.87%, which was the risk-free interest rate based on U.S. Treasury Strips available with maturity period consistent with expected life assumption.

T-Bucks Employee Participation Plan (“T-Bucks EPP”)

During 2012, the Company established the T-Bucks EPP for the benefit of certain qualifying employees (the “Participants”) of Tronox subsidiaries in South Africa (the “Employer Companies”). In accordance with the terms of the Trust Deed of the T-Bucks Trust (the “T-Bucks Trust Deed”), the Employer Companies funded the T-Bucks Trust (the “Trust”) in the amount of R124 million (approximately $15 million), which represents a capital contribution equal to R75,000 for each Participant. The funded amount was used to acquire 548,234 Class A Shares. Additional contributions may be made in the future at the discretion of the Board.

On September 3, 2012, the Participants were awarded share units in the Trust which entitles them to receive shares of Tronox Limited upon completion of the vesting period on May 31, 2017. The Participants are also entitled to receive dividends on the Tronox shares during the vesting period. Forfeited shares are retained by the Trust and are allocated to future participants in accordance with the Trust Deed. Under certain conditions, as outlined in the Trust Deed, Participants may receive share units awarded before May 31, 2017. The fair value of the awards is the fair value of the shares determined at the Grant Date. Compensation costs are recognized over the vesting period using the straight-line method. Compensation expense for the year ended December 31, 2012 was $1 million. In accordance with ASC 718, the T-Bucks EPP is classified as an equity-settled shared-based payment plan.

	Number of Shares		Fair Value(1)
Balance at December 31, 2011		—		—
Shares acquired by the Trust		548,234	$	25.79
Balance at December 31, 2012		548,234	$	25.79
Outstanding awards expected to vest		548,234	$	25.79

(1) Represents the fair value on the date of purchase by the Trust.

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Long-Term Incentive Plan

In connection with the Transaction, the Company assumed a long-term incentive plan (the “LTIP”) for the benefit of certain qualifying employees of Tronox subsidiaries in South Africa and Australia. The LTIP is classified as a cash settled compensation plan and is re-measured to fair value at each reporting date. At December 31, 2012, the LTlP plan liability was approximately $8 million.

Tronox Incorporated Management Equity Incentive Plan

In connection with its emergence from bankruptcy, Tronox Incorporated adopted the Tronox Incorporated management equity incentive plan (the “Tronox Incorporated MEIP”), which permitted the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted share, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Tronox Incorporated Board of Directors in its discretion deems appropriate, including any combination of the above. The number of shares available for delivery pursuant to the awards granted under the Tronox Incorporated MEIP was 1.2 million shares.

On the Transaction Date, 748,980 restricted shares of Tronox Incorporated vested in connection with the Transaction. The remaining restricted shares of Tronox Incorporated were converted to Tronox Limited restricted shares.

Restricted Shares

During 2012, Tronox Incorporated granted 52,915 shares to employees, which have graded vesting provisions. The plan allows Tronox Incorporated to withhold, for tax purposes, the highest combined maximum rate imposed under all applicable federal, state, local and foreign tax laws on behalf of the employees that have received these awards. In accordance with ASC 718, such restricted share awards were classified as liability awards and were re-measured to fair value at each reporting date.

The following table summarizes restricted shares activity during the year ended December 31, 2012.

	Number of Shares			Fair Value(1)
Balance at December 31, 2011		1,177,995		$	22.01
Awards granted		52,915			24.36
Awards earned		(810,145	)		24.30
Awards converted to Tronox Limited restricted shares in connection with the Transaction		(420,765	)		16.99
Balance at December 31, 2012		—		$	—

(1) Represents the weighted-average grant-date fair value.

Options

The following table presents a summary of activity for the Tronox Incorporated options for the year ended December 31, 2012:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		345,000		$	22.00		9.95	$	0.7
Options issued		172,330			29.69		9.87		—
Options converted to Tronox Limited in connection with the Transaction		(517,330	)		24.56		9.59		0.7
Outstanding at December 31, 2012		—		$	—		—	$	—

F-72

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at December 31, 2012 and the options’ exercise price.

Predecessor

Upon emergence from bankruptcy, all predecessor common stock equivalents, including but not limited to options and restricted stock units of Tronox Incorporated were vested and immediately cancelled with the plan of reorganization.

Overview—Tronox Incorporated’s Long Term Incentive Plan (the “Predecessor LTIP”) authorized the issuance of shares of Tronox Incorporated common stock to certain employees and non-employee directors any time prior to November 16, 2015, in the form of fixed-price options, restricted stock, stock appreciation rights or performance awards. As of the date of emergence from bankruptcy, all stock-based awards previously issued under the Predecessor’s LTIP plan vested and were immediately cancelled.

The following table summarizes information about restricted stock award, performance award and option activity for the one month ended January 31, 2011:

	Restricted Stock Awards & Stock Opportunity Grants					Performance Awards			Options
Restricted Shares	Number of Shares			Fair Value(1)		Number Of Units			Number of Options			Price(2)		Contractual Life (Years)(2)		Intrinsic Value(3)
Balance at December 31, 2010		148,053		$	4.92		2,689,150			1,152,408		$	9.54		5.31	$	9.54
Awards vested/cancelled		(148,053	)		—		(2,689,150	)		(1,152,408	)		—		—		—
Balance at January 31, 2011		—		$	—		—			—		$	—		—	$	—

(1) Represents the weighted average grant date fair value.

(2) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(3) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s stock and the options’ exercise price.

20. Pension and Other Postretirement Healthcare Benefits

The Company sponsors noncontributory defined benefit retirement plans (qualified and nonqualified plans) in the United States, a contributory defined benefit retirement plan in the Netherlands, a U.S. contributory postretirement healthcare plan and a South Africa postretirement healthcare plan.

U.S. Plans

Qualified Benefit Plan—The Company sponsors a noncontributory qualified defined benefit plan (funded) (the “U.S. Qualified Plan”) in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code. The Company made contributions into funds managed by a third-party, and those funds are held exclusively for the benefit of the plan participants. Benefits under the U.S. Qualified Plan were generally calculated based on years of service and final average pay. The U.S. Qualified Plan was frozen and closed to new participants on June 1, 2009.

Postretirement Healthcare Plan—The Company sponsors an unfunded U.S. postretirement healthcare plan. Under the plan, substantially all U.S. employees are eligible for postretirement healthcare benefits provided they reach retirement age while working for the Company. The plan provides medical and dental benefits to U.S. retirees and their eligible dependents.

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Foreign plans

Netherlands Plan—On January 1, 2007, the Company established the TDF-Botlek Pension Fund Foundation (the” Netherlands Plan”) to provide defined pension benefits to qualifying employees of Tronox Pigments (Holland) B.V. and its related companies. The Netherlands Plan is a contributory benefit plan under which participants contribute 4% of the costs. Contributions by the Company and participants are held in the fund for the sole benefit of the participants. Benefits are determined by applying the benefit formula to the pensionable salary, and are payable to participants upon retirement. Under the Netherlands Plan, a participant’s surviving spouse and children are entitled to benefits subject to certain benefit thresholds.

South Africa Postretirement Healthcare Plan—As part of the Transaction, the Company established a post-employment healthcare plan, which provides medical and dental benefits to certain Namakwa Sands employees, retired employees and their registered dependants (the “South African Plan”). The South African Plan provides benefits as follows: (i) members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits; (ii) members employed on or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-retirement and death-in-service benefits; and (iii) members employed on or after January 1, 2002 receive no post-retirement and death-in-service benefits.

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Plan financial information

Benefit Obligations and Funded Status—The following provides a reconciliation of beginning and ending benefit obligations, beginning and ending plan assets, funded status and balance sheet classification of the Company’s pension and other postretirement healthcare plans as of and for the years ended December 31, 2012 and 2011. The benefit obligations and plan assets associated with the Company’s principal benefit plans are measured on December 31.

	Retirement Plans						Postretirement Healthcare Plans
	Successor			Successor			Successor			Successor
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Change in benefit obligations:
Benefit obligation, beginning of year	$	483		$	481		$	9		$	9
Service cost		3			3			1			—
Interest cost		22			23			1			—
Net actuarial (gains) losses		78			20			2			1
Foreign currency rate changes		2			(3	)		—			—
Contributions by plan participants		1			1			1			1
Acquired in the Transaction		—			—			6			—
Special termination benefits		—			1			—			—
Termination of the nonqualified benefits restoration plan		—			(9	)		—			—
Benefits paid		(29	)		(32	)		(2	)		(2	)
Administrative expenses		(3	)		(2	)		—			—
Benefit obligation, end of year		557			483			18			9
Change in plan assets:
Fair value of plan assets, beginning of year		350			372			—			—
Actual return on plan assets		47			7			—			—
Employer contributions(1)		30			7			1			1
Participant contributions		1			1			1			1
Foreign currency rate changes		2			(3	)		—			—
Benefits paid(1)		(29	)		(32	)		(2	)		(2	)
Administrative expenses		(3	)		(2	)		—			—
Fair value of plan assets, end of year		398			350			—			—
Net over (under) funded status of plans	$	(159	)	$	(133	)	$	(18	)	$	(9	)
Classification of amounts recognized in the Consolidated Balance Sheets:
Noncurrent asset	$	—		$	1		$	—		$	—
Current accrued benefit liability		—			—			(1	)		(1	)
Noncurrent accrued benefit liability		(159	)		(134	)		(17	)		(8	)
Sub-total of liabilities		(159	)		(133	)		(18	)		(9	)
Accumulated other comprehensive loss		94			50			5			1
Total	$	(65	)	$	(83	)	$	(13	)	$	(8	)

(1) The Company expects 2013 contributions to be approximately $4 million for the Netherlands plan and $6 million for the U.S. qualified retirement plan, while net benefits paid are expected to be approximately $1 million for the U.S. postretirement healthcare plan.

F-75

At December 31, 2012, the Company’s U.S. qualified retirement plan was in an underfunded status of $134 million. As a result, the Company has a projected minimum funding requirement of $13 million for 2012, which will be payable in 2013.

Funded Status—The following table summarizes the accumulated benefit obligation, the projected benefit obligation, the market value of plan assets and the funded status of the Company’s funded retirement plans.

	Successor						Successor
	December 31, 2012						December 31, 2011
	U.S. Qualified Plan			The Netherlands Retirement Plan			U.S. Qualified Plan			The Netherlands Retirement Plan
Accumulated benefit obligation	$	420		$	117		$	392		$	79
Projected benefit obligation		(420	)		(137	)		(393	)		(90	)
Market value of plan assets		286			112			259			91
Funded status—(under)/over funded	$	(134	)	$	(25	)	$	(134	)	$	1

Expected Benefit Payments—The following table shows the expected cash benefit payments for the next five years and in the aggregate for the years 2018 through 2022:

	2013		2014		2015		2016		2017		2018- 2022
Retirement Plans(1)	$	32	$	31	$	31	$	30	$	31	$	153
Postretirement Healthcare Plan		1		1		1		1		1		6

(1) Includes benefit payments expected to be paid from the U.S. qualified retirement plan of $29 million, $28 million, $27 million, $27 million and $27 million in each year, 2013 through 2017, respectively, and $131 million in the aggregate for the period 2018 through 2022.

F-76

Retirement Expense—The tables below present the components of net periodic cost (income) associated with the U.S. and foreign retirement plans recognized in the Consolidated Statement of Operations for the year ended December 31, 2012, the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010:

	Retirement Plans												Postretirement Healthcare Plans
	Successor						Predecessor						Successor				Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011			Year Ended December 31, 2010
Net periodic cost:
Service cost	$	3		$	3		$	—		$	2		$	1	$	1	$	—		$	—
Interest cost		22			21			2			25			1		—		—			1
Expected return on plan assets		(21	)		(20	)		(2	)		(30	)		—		—		—			—
Net amortization of prior service credit		—			—			—			—			—		—		(1	)		(14	)
Net amortization of actuarial loss		—			—			1			4			—		—		—			—
Total net periodic cost (income)	$	4		$	4		$	1		$	1		$	2	$	1	$	(1	)	$	(13	)

The following table shows the pretax amounts that are expected to be reclassified from “Accumulated other comprehensive income” on the Consolidated Balance Sheets to retirement expense during 2013:

	Retirement Plans		Postretirement Healthcare Plans
Unrecognized actuarial loss	$	2	$	—
Unrecognized prior service cost (credit)		—		—

Assumptions—The following weighted average assumptions were used to determine the net periodic cost:

	Successor												Predecessor
	2012						2011						2010
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate(1)		4.50	%		5.25	%		5.25	%		5.25	%		5.50	%		5.25	%
Expected return on plan assets		5.75	%		5.25	%		6.44	%		5.25	%		7.50	%		5.75	%
Rate of compensation increases		—			3.50	%		3.50	%		3.50	%		3.50	%		3.50	%

The following weighted average assumptions were used in estimating the actuarial present value of the plans’ benefit obligations:

	Successor												Predecessor
	2012						2011						2010
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate(1)		3.75	%		3.50	%		4.5	%		5.25	%		5.0	%		5.0	%
Rate of compensation increases		—			3.50	%		3.5	%		3.5	%		3.5	%		3.5	%

(1) The discount rate on the South African Plan was 9.45% at December 31, 2012, which is not included in the table above.

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Expected Return on Plan Assets—In forming the assumption of the U.S. long-term rate of return on plan assets, the Company took into account the expected earnings on funds already invested, earnings on contributions expected to be received in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for U.S. plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns and an assessment of expected future performance using asset-class risk factors. The Company’s assumption of the long-term rate of return for the Netherlands plan was developed considering the portfolio mix and country-specific economic data that includes the rates of return on local government and corporate bonds.

Discount Rate—The discount rate selected for all U.S. plans was 3.75% as of both December 31, 2012 and 2011. The 2012 rate was selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding. Bonds with features that imply unreliable pricing, a less than certain cash flow, or other indicators of optionality are filtered out of the universe. The remaining universe is categorized into maturity groups, and within each of the maturity groups yields are ranked into percentiles.

For 2011 and 2010, the discount rate for the Company’s U.S. qualified plan and postretirement healthcare plan was based on a discounted cash flow analysis performed by its independent actuaries utilizing the Citigroup Pension Discount Curve as of the end of the year. For the foreign plans, the Predecessor bases the discount rate assumption on local corporate bond index rates.

Health Care Cost Trend Rates. At December 31, 2012, the assumed health care cost trend rates used to measure the expected cost of benefits covered by the U.S. postretirement healthcare plan was 9% in 2013, gradually declining to 5% in 2018 and thereafter. A 1% increase in the assumed health care cost trend rate for each future year would increase the accumulated postretirement benefit obligation at December 31, 2012 by $1 million, while the aggregate of the service and interest cost components of the 2012 net periodic postretirement cost would increase by less than $1 million. A 1% decrease in the trend rate for each future year would reduce the accumulated benefit obligation at December 31, 2012 by $1 million and decrease the aggregate of the service and interest cost components of the net periodic postretirement cost for 2012 by less than $1 million.

Plan Assets—Asset categories and associated asset allocations for the Company’s funded retirement plans at December 31, 2012 and 2011:

	Successor						Successor
	December 31, 2012						December 31, 2011
	Actual			Target			Actual			Target
United States:
Equity securities		38	%		38	%		57	%		45	%
Debt securities		61			62			40			55
Cash and cash equivalents		1			—			3			—
Total		100	%		100	%		100	%		100	%
Netherlands:
Equity securities		41	%		40	%		40	%		25	%
Debt securities		53			55			51			58
Real estate		—						9			10
Cash and cash equivalents		6			5			—			7
Total		100	%		100	%		100	%		100	%

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The U.S. plan is administered by a board-appointed committee that has fiduciary responsibility for the plan’s management. The committee maintains an investment policy stating the guidelines for the performance and allocation of plan assets, performance review procedures and updating of the policy. At least annually, the U.S. plan’s asset allocation guidelines are reviewed in light of evolving risk and return expectations.

Substantially all of the plan’s assets are invested with nine equity fund managers, three fixed-income fund managers and one money-market fund manager. To control risk, equity fund managers are prohibited from entering into the following transactions, (i) investing in commodities, including all futures contracts, (ii) purchasing letter stock, (iii) short selling, and (iv) option trading. In addition, equity fund managers are prohibited from purchasing on margin and are prohibited from purchasing Tronox securities. Equity managers are monitored to ensure investments are in line with their style and are generally permitted to invest in U.S. common stock, U.S. preferred stock, U.S. securities convertible into common stock, common stock of foreign companies listed on major U.S. exchanges, common stock of foreign companies listed on foreign exchanges, covered call writing, and cash and cash equivalents.

Fixed-income fund managers are prohibited from investing in (i) direct real estate mortgages or commingled real estate funds, (ii) private placements above certain portfolio thresholds, (iii) tax exempt debt of state and local governments above certain portfolio thresholds, (iv) fixed income derivatives that would cause leverage, (v) guaranteed investment contracts and (vi) Tronox securities. They are permitted to invest in debt securities issued by the U.S. government, its agencies or instrumentalities, commercial paper rated A3/P3, FDIC insured certificates of deposit or bankers’ acceptances and corporate debt obligations. Each fund manager’s portfolio has an average credit rating of A or better.

The Netherlands plan is administered by a pension committee representing the employer, the employees and the pensioners. The pension committee has six members, whereby three members are elected by the employer, two members are elected by the employees and one member is elected by the pensioners, and each member has one vote. The pension committee meets at least quarterly to discuss regulatory changes, asset performance and asset allocation. The plan assets are managed by one Dutch fund manager against a mandate set at least annually by the pension committee. In accordance with policies set by the pension committee, a new fund manager was appointed effective December 1, 2006. Simultaneous with the change in fund manager, the asset allocation was modified using committee policy guidelines. The plan assets are evaluated annually by a multinational benefits consultant against state defined actuarial tests to determine funding requirements.

The fair values of pension investments as of December 31, 2012 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2012, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Commingled Equity Fund.	$	—		$	110	(1)	$	—	$	110
Debt securities
Corporate		—			8	(5)		—		8
Government		11	(4)		1	(5)		—		12
Mortgages		—			16	(5)		—		16
Commingled Fixed Income Funds		—			137	(2)		—		137
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	11		$	275		$	—	$	286

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(1) For commingled equity fund owned by the funds, fair value is based on observable quoted prices on active exchanges, which are Level 1 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2012,  Using:
	Quoted Prices in Active Markets for Identical Assets (Level  1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—Non-U.S. Pooled Funds	$	—	$	46	(1)	$	—	$	46
Debt securities—Non-U.S. Pooled Funds		—		60	(2)		—		60
Cash		—		6			—		6
Total at fair value	$	—	$	112		$	—	$	112

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as a Level 2 input.

(2) For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

The fair values of pension investments as of December 31, 2011 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2011, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—U.S.	$	147	(1)	$	—		$	—	$	147
Debt securities
Corporate		—			13	(6)		—		13
U.S. Mutual Funds		52	(2)		—			—		52
Government		10	(5)		1	(6)		—		11
Asset-backed		—			1	(6)		—		1
Mortgages		—			24	(6)		—		24
International Commingled Fixed Income Funds		—			3	(3)		—		3
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			8	(4)		—		8
Total at fair value	$	209		$	50		$	—	$	259

(1) For equity securities owned by the funds, fair value is based on observable quoted prices on active exchanges, which are Level 1 inputs.

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(2) For mutual funds, fair value is based on nationally recognized pricing services, which are Level 1 inputs.

(3) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(5) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(6) For corporate, government, asset-backed, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2011, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—Non-U.S. Pooled Funds	$	—	$	37	(1)	$	—	$	37
Debt securities—Non-U.S. Pooled Funds		—		46	(2)		—		46
Real Estate Pooled Fund		—		8	(3)		—		8
Total at fair value	$	—	$	91		$	—	$	91

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as a Level 2 input.

(2) For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

(3) For real estate pooled funds, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

The following tables set forth the changes in the fair value of Level 3 plan assets for the year ended December 31, 2011:

	U.S. Level 3 Assets
	International Comingled Funds US Equity			Total
Balance at December 31, 2010	$	22		$	22
Transfers to Level 2		(22	)		(22	)
Balance at December 31, 2011	$	—		$	—

Defined Contribution Plans

U.S. Savings Investment Plan

On March 30, 2006, the Company established the U.S. Savings Investment Plan (the “SIP”), a qualified defined contribution plan under section 401(k) of the Internal Revenue Code. Under the SIP, the Company’s regular full-time and part-time employees contribute a portion of their earnings, and the Company matches these contributions up to a predefined threshold. During 2011 and 2012, the Company’s matching contribution was 100% of the first 3% of employees’ contribution and 50% of the next 3%. On January 1, 2011, the Board approved a discretionary company contribution of up to 6% of employees’ pay. The discretionary contribution is subject to approval each year by the Board. The Company’s matching contribution to the SIP vests immediately;

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however, the Company’s discretionary contribution is subject to vesting conditions that must be satisfied over a three year vesting period. Contributions under SIP, including the Company’s match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with the Company’s matching contribution to the SIP was $2 million, $2 million, $0 million and $1 million for the years ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively. Compensation expense associated with the Company’s discretionary contribution was $4 million and $3 million, respectively, for the years ended December 31, 2012 and eleven months ended December 31, 2011. Compensation expense during the one month ended January 31, 2011 and year ended December 31, 2010 was less than $1 million.

U.S. Savings Restoration Plan

On March 30, 2006, the Company established the U.S. Savings Restoration Plan (the “SRP”), a nonqualified defined contribution plan, for employees whose eligible compensation is expected to exceed the IRS compensation limits for qualified plans. Under the SRP, participants can contribute up to 20% of their annual compensation and incentive. The Company’s matching contribution under the SRP is the same as the SIP. The Company’s matching contribution under this plan vests immediately to plan participants. Contributions under the SRP, including the Company’s match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with the Company’s matching contribution to the SRP was $1 million and $1 million, respectively, for the years ended December 31, 2012 and eleven months ended December 31, 2011. Compensation expense for the one month ended January 31, 2011 and year ended December 31, 2010 was less than $1 million.

21. Cash Flows Statement Data

Other noncash items included in the reconciliation of net income to net cash flows from operating activities include the following:

	Successor					Predecessor
	Year Ended December 31, 2012		Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011		Year Ended December 31, 2010
Accrued transfer taxes	$	37	$	—		$	—	$	—
Amortization of fair value inventory step-up		152		—			—		—
Other net adjustments		12		(7	)		—		5
Total	$	201	$	(7	)	$	—	$	5

22. Related Party Transactions

Prior to the Transaction Date, Tronox Incorporated conducted transactions with Exxaro Australia Sands Pty Ltd, Tronox Incorporated’s 50% partner in the Tiwest Joint Venture. Tronox Incorporated purchased, at open market prices, raw materials used in its production of TiO₂, as well as Exxaro Australia Sands Pty Ltd’s share of TiO₂ produced by the Tiwest Joint Venture. Tronox Incorporated also provided administrative services and product research and development activities, which were reimbursed by Exxaro. For the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, Tronox Incorporated made payments of $173 million, $316 million, $44 million and $109 million, respectively, and received payments of $9 million, $8 million, less than $1 million and $2 million, respectively. Subsequent to the Transaction Date, such transactions are considered intercompany transactions and are eliminated in consolidation.

Subsequent to the Transaction, the Company began purchasing transition services from Exxaro, which amounted to $7 million since the Transaction Date.

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23. Emergence from Chapter 11

On January 12, 2009 (the “Petition Date”), Tronox Incorporated and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases were consolidated for the purpose of joint administration.

On November 30, 2010 (the “Confirmation Date”), the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated November 5, 2010 (as amended and confirmed, the “Plan”). Under Chapter 11 of the Bankruptcy Code, a debtor may reorganize its business for the benefit of its stakeholders with the consummation of a plan of reorganization being the principal objective. Among other things (subject to certain limited exceptions and except as otherwise provided in the Plan or the Confirmation Order), the Confirmation Order discharged the Debtors from any debt arising before the Petition Date, terminated all of the rights and interests of pre-bankruptcy equity security holders and substituted the obligations set forth in the Plan and new shares for those prebankruptcy claims. Under the Plan, claims and equity interests were divided into classes according to their relative priority and other criteria.

Material conditions to the Plan were resolved during the period from the Confirmation Date until January 26, 2011, and subsequently on February 14, 2011 (the “Effective Date”), the Debtors emerged from bankruptcy and continued operations as reorganized Tronox Incorporated.

The Plan was designed to accomplish, and was premised on, a resolution of the Debtor’s legacy environmental (the “Legacy Environmental Liabilities”) and legacy tort liabilities (the “Legacy Tort Liabilities” and collectively, with the Legacy Environmental Liabilities, the “KM Legacy Liabilities”). The Plan ensured that the Debtors emerged from Chapter 11 free of the significant KM Legacy Liabilities and were sufficiently capitalized. A final settlement was reached in November 2010 with respect to the Legacy Environmental Liabilities (the “Environmental Settlement”) and the Legacy Tort Liabilities (the “Tort Settlement” and, together with the Environmental Settlement, the “Settlement”). In exchange, claimants provided the Debtors and the reorganized Tronox Incorporated with discharges and/or covenants not to sue subsequent to the Effective Date with respect to the Debtors’ liability for the Legacy Environmental Liabilities. The Settlement established certain environmental response and tort claims trusts that are now responsible for the KM Legacy Liabilities in exchange for cash, certain non-monetary assets, and the rights to the proceeds of certain ongoing litigation and insurance and other third party reimbursement agreements. The Plan also provided for the creation and funding of a torts claim trust (the “Tort Claims Trust”), which was the sole source of distributions to holders of Legacy Tort Liabilities claims, who were paid in accordance with the terms of such trust’s governing documentation. As a result of the settlement of the Debtors’ pre-petition debt and termination of the rights and interests of pre-bankruptcy equity, the Plan enabled Tronox Incorporated to reorganize around its existing operating locations, including: (a) its headquarters and technical facility at Oklahoma City, Oklahoma; (b) the TiO₂ facilities at Hamilton, Mississippi and Botlek, the Netherlands; (c) the electrolytic chemical businesses at Hamilton, Mississippi and Henderson, Nevada (except that the real property and buildings associated with the Henderson business were transferred to an environmental response trust and reorganized Tronox Incorporated is not responsible for environmental remediation related to historic contamination at such site); and (d) its interest in the Tiwest Joint Venture in Australia.

As part of the Debtor’s emergence from the Chapter 11 proceedings, Tronox Incorporated relied on a combination of debt financing and money from new equity issued to certain existing creditors. Specifically, such funding included: (i) total funded exit financing of no more than $470 million; (ii) the proceeds of a $185 million rights offering (the “Rights Offering”) open to substantially all unsecured creditors and backstopped by certain groups; (iii) settlement of government claims related to the Legacy Environmental Liabilities through the creation of certain environmental response trusts and a litigation trust; (iv) settlement of claims related to the

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Legacy Tort Liabilities through the establishment of a torts claim trust; (v) issuance of shares whereby holders of the allowed general unsecured claims received their pro rata share of 50.9% of the Tronox Incorporated shares on the Effective Date, and the opportunity to participate in the Rights Offering for an aggregate of 49.1% of the Tronox Incorporated shares, also issued on the Effective Date; and (vi) issuance of warrants, on the Effective Date, to the holders of equity in the Predecessor to purchase their pro rata share of a combined total of 7.5% of the Tronox Incorporated shares, after and including the issuance of any Tronox Incorporated shares upon exercise of such warrants.

The Company applied fresh-start accounting pursuant to ASC 852 as of January 31, 2011. ASC 852 provides for, among other things, a determination of the value to be assigned to the assets of the reorganized Company. In applying fresh-start accounting on January 31, 2011, Tronox Incorporated recorded assets and liabilities at estimated fair value, except for deferred income taxes and certain liabilities associated with employee benefits, which were recorded in accordance with ASC 852 and ASC 740, respectively. Additionally, Tronox Incorporated recorded gains relating to executing the plan of reorganization, gains related to revaluation of assets and “resetting” retained earnings and accumulated other comprehensive income to zero.

Reorganization Income (Expense)

For the one month ended January 31, 2011 and the year ended December 31, 2010, the Company recognized $613 million of reorganization income and $145 million of reorganization expense, respectively, which were classified as “Reorganization income (expense)” on the Consolidated Statements of Operations. Upon emergence from bankruptcy, the Company no longer reports reorganization income (expense). Any residual costs are included in “Selling, general and administrative expenses” on the Consolidated Statements of Operations.

24. Segment Information

Prior to the Transaction, Tronox Incorporated had one reportable segment representing its pigment business. The Pigment segment primarily produced and marketed TiO₂ and included heavy minerals production. The heavy minerals production was integrated with its Australian pigment plant, but also had third-party sales of minerals not utilized by its pigment operations. In connection with the Transaction, the Company acquired 74% of Exxaro’s South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture in Western Australia. As such, the Company evaluated its new operations under ASC 280, Segments, and determined that the mineral sands operations qualify as a separate segment.

Subsequent to the Transaction, the Company has two reportable segments, Mineral Sands and Pigment. The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits, as well as heavy mineral production. These operations produce titanium feedstock, including ilmenite, chloride slag, slag fines and rutile, as well as pig iron and zircon. The Pigment segment primarily produces and markets TiO₂ and has production facilities in the United States, Australia, and the Netherlands. Corporate and Other is comprised of corporate activities and businesses that are no longer in operation, as well as its electrolytic manufacturing and marketing operations, all of which are located in the United States.

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Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense) and income tax expense or benefit.

	Mineral Sands		Pigment		Corporate And Other			Eliminations			Total
Successor: Twelve Months Ended December 31, 2012
Net Sales	$	760	$	1,246	$	128		$	(302	)	$	1,832
Income (Loss) from operations		156		57		(139	)		(49	)		25
Interest and debt expense												(65	)
Other income (expense)												(7	)
Gain on bargain purchase												1,055
Income (Loss) from Continuing Operations before Income Taxes											$	1,008
Total Assets	$	3,164	$	1,680	$	725		$	(58	)	$	5,511
Depreciation, Depletion and Amortization		125		71		15			—			211
Capital Expenditures		96		39		31			—			166
Successor: Eleven Months Ended December 31, 2011
Net Sales	$	160	$	1,327	$	133		$	(77	)	$	1,543
Income (Loss) from operations		42		323		(54	)		(9	)		302
Interest and debt expense												(30	)
Other income (expense)												(10	)
Income (Loss) from Continuing Operations before Income Taxes											$	262
Total Assets	$	228	$	1,217	$	224		$	(12	)	$	1,657
Depreciation, Depletion and Amortization		—		67		12			—			79
Capital Expenditures		—		117		16			—			133
Predecessor: January 1 through January 31, 2011
Net Sales	$	8	$	89	$	14		$	(3	)	$	108
Income (Loss) from operations		2		20		(1	)		(1	)		20
Interest and debt expense												(3	)
Other income												2
Reorganization income												613
Income from Continuing Operations before Income Taxes												632
Total Assets	$	221	$	987	$	241		$	(1	)	$	1,448
Depreciation, Depletion and Amortization		—		3		1			—			4
Capital Expenditures		—		4		1			1			6
Predecessor: Twelve Months Ended December 31, 2010
Net Sales	$	109	$	1,005	$	153		$	(49	)	$	1,218
Income (Loss) from operations		7		163		40			—			210
Interest and debt expense												(50	)
Other income (expense)												(8	)
Reorganization expense												(145	)
Income (Loss) from Continuing Operations before Income Taxes											$	7
Total Assets	$	152	$	564	$	382		$	—		$	1,098
Depreciation, Depletion and Amortization		—		40		10			—			50
Capital Expenditures		—		37		8			—			45

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	Successor				Predecessor
	Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011		Year Ended December 31, 2010
Net Sales(1)
U.S. operations	$	843	$	793	$	60	$	692
International operations:
Australia		443		475		33		317
The Netherlands		248		275		15		209
South Africa		298		—		—		—
Total	$	1,832	$	1,543	$	108	$	1,218

(1) Based on country of production.

	Successor
	December 31, 2012		December 31, 2011
Net Property, Plant and Equipment and Net Mineral Leaseholds
U.S. operations	$	196	$	184
International operations:
South Africa		1,263		—
Australia		1,348		304
The Netherlands		55		54
Total	$	2,862	$	542

(1) Based on country of production.

25. Quarterly Results of Operations (Unaudited)

The following represents the Company’s unaudited quarterly results for the years ended December 31, 2012. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – March 31			April 1 – June 30			July 1 – September 30			October 1 – December 31
Net sales	$	434		$	429		$	487		$	482
Cost of goods sold		(277	)		(304	)		(444	)		(543	)
Gross margin		157			125			43			(61	)
Net income (loss)	$	86		$	1,144		$	(1	)	$	(96	)
Net income (loss) per share from continuing operations:
Basic	$	1.14		$	13.46		$	(0.03	)	$	(0.82	)
Diluted	$	1.10		$	13.00		$	(0.03	)	$	(0.82	)

(1) Subsequent to the Transaction, the Company adjusted its initial valuation. In accordance with ASC 805, the Company recorded these adjustments retroactive to the second quarter. As such, the quarterly results of operations for the second and third quarter have been revised. See Note 5.

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The following represents the Company’s unaudited results for the one month ended January 31, 2011, two months ended March 31, 2011 and quarters ended June 30, 2011, September 30, 2011 and December 31, 2011. These results were prepared in conformity with U.S. GAAP and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – January 31			February 1 – March 31			April 1 – June 30			July 1 – September 30			October 1 – December 31
Net sales	$	108		$	267		$	428		$	465		$	383
Cost of goods sold		(83	)		(230	)		(310	)		(322	)		(242	)
Gross margin		25			37			118			143			141
Net income (loss)	$	631		$	10		$	66		$	99		$	67
Net income (loss) per share from continuing operations:
Basic	$	15.28		$	0.14		$	0.89		$	1.32		$	0.88
Diluted	$	15.25		$	0.13		$	0.85		$	1.25		$	0.85

The sum of the quarterly per share amounts may not equal the annual per share amounts due to relative changes in the weighted average number of shares used to calculate net income (loss) per share.

26. Subsequent Events

On February 19, 2013, the Board declared a quarterly dividend of $0.25 per share payable on March 20, 2013 to holders of our Class A Shares and Class B Shares at close of business on March 6, 2013.

On February 9, 2013, Daniel D. Greenwell voluntarily resigned as Chief Financial Officer, effective March 31, 2013. In connection with Mr. Greenwell’s resignation, Mr. Greenwell and the Company executed a separation agreement.

27. GUARANTOR CONDENSED CONSOLIDATED FINANCIAL DATA

Our obligations under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future domestic restricted subsidiary, other than excluded subsidiaries that guarantee any indebtedness of Tronox Limited or our restricted subsidiaries. Our subsidiaries that do not guarantee the Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidated Financial Data presented below presents the statements of operations, statements of comprehensive income, balance sheets and statements of cash flow data for: (i) Tronox Limited (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Tronox historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and (iv) the Non-Guarantor Subsidiaries alone.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction. Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. For purposes of the guarantor financial statements, Tronox Limited is the parent company for all periods presented, and Tronox Incorporated is included in the guarantor column for all periods presented.

F-87

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,832		$	(153	)	$	—		$	1,340		$	645
Cost of goods sold		1,568			(104	)		—			1,057			615
Gross Margin		264			(49	)		—			283			30
Selling, general and administrative expenses		239			(4	)		98			115			30
Income (Loss) from Operations		25			(45	)		(98	)		168			—
Interest and debt expense		(65	)		—			297			(356	)		(6	)
Other income (expense)		(7	)		432			(95	)		(336	)		(8	)
Gain on bargain purchase		1,055			—			1,055			—			—
Equity in earnings of subsidiary		—			1,142			(1,144	)		2			—
Income (Loss) from Continuing Operations before Income Taxes		1,008			1,529			15			(522	)		(14	)
Income tax benefit (provision)		125			—			(60	)		139			46
Net Income (Loss)		1,133			1,529			(45	)		(383	)		32
Net loss attributable to noncontrolling interest		1			—			—			1			—
Net Income (Loss) attributable to Tronox Limited	$	1,134		$	1,529		$	(45	)	$	(382	)	$	32

F-88

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	1,133		$	1,529	$	(45	)	$	(383	)	$	32
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		10			18		—			(2	)		(6	)
Amortization of actuarial losses		(48	)		—		—			(47	)		(1	)
Other comprehensive income (loss)		(38	)		18		—			(49	)		(7	)
Total comprehensive income (loss)	$	1,095		$	1,547	$	(45	)	$	(432	)	$	25
Comprehensive income attributable to noncontrolling interest:
Net loss		1			—		—			1			—
Foreign currency translation adjustments		(1	)		—		—			(1	)		—
Comprehensive income attributable to noncontrolling interest		—			—		—			—			—
Comprehensive income (loss) attributable to Tronox Limited	$	1,095		$	1,547	$	(45	)	$	(432	)	$	25

F-89

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2012

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	716	$	—		$	533		$	82		$	101
Investment in subsidiaries		—		(1,595	)		(622	)		1,760			457
Other current assets		1,457		(8,300	)		6,047			2,181			1,529
Property, plant and equipment, net		1,423		—			—			747			676
Mineral leaseholds, net		1,439		—			—			796			643
Other assets		476		—			(3	)		401			78
Total Assets	$	5,511	$	(9,895	)	$	5,955		$	5,967		$	3,484
Liabilities and Shareholders’ Equity
Current liabilities	$	467	$	(539	)	$	560		$	133		$	313
Long-term debt		1,605		—			—			902			703
Other long-term liabilities		557		(7,709	)		882			6,978			406
Total Liabilities		2,629		(8,248	)		1,442			8,013			1,422
Total Equity		2,882		(1,647	)		4,513			(2,046	)		2,062
Total Liabilities and Equity	$	5,511	$	(9,895	)	$	5,955		$	5,967		$	3,484

F-90

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	1,133		$	1,529		$	(45	)	$	(383	)	$	32
Gain on bargain purchase		(1,055	)		—			(1,055	)		—			—
Other		40			(1,529	)		2,098			(18	)		(511	)
Cash provided by (used in) operating activities		118			—			998			(401	)		(479	)
Cash Flows from Investing Activities:
Capital expenditures		(166	)		—			—			(89	)		(77	)
Cash paid in acquisition of mineral sands business		(1	)		—			(1	)		—			—
Cash received in acquisition of mineral sands business		115			—			115			—			—
Cash provided by (used in) investing activities		(52	)		—			114			(89	)		(77	)
Cash Flows from Financing Activities
Reductions of debt		(585	)		—			—			(481	)		(104	)
Proceeds from borrowings		1,707			—			—			960			747
Debt issuance costs		(38	)		—			—			(19	)		(19	)
Merger consideration		(193	)		—			(193	)		—			—
Class A ordinary shares repurchases		(326	)		—			(326	)		—			—
Shares purchased for the Employee Participation Plan		(15	)		—			—			—			(15	)
Paid dividends		(61	)		—			(61	)		—			—
Proceeds from conversion of warrants		1			—			1			—			—
Cash provided by (used in) financing activities		490			—			(579	)		460			609
Effects of Exchange Rate Changes on Cash and Cash Equivalents		6			—			—			8			(2	)
Net Increase (Decrease) in Cash and Cash Equivalents		562			—			533			(22	)		51
Cash and Cash Equivalents at Beginning of Period		154			—			—			104			50
Cash and Cash Equivalents at End of Period	$	716		$	—		$	533		$	82		$	101

F-91

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,543		$	9		$	—	$	1,207		$	327
Cost of goods sold		1,104			22			—		856			226
Gross Margin		439			(13	)		—		351			101
Selling, general and administrative expenses		152			(3	)		—		142			13
Litigation/arbitration settlement		(10	)		—			—		(10	)		—
Provision for environmental remediation and restoration, net of reimbursements		(5	)		—			—		(5	)		—
Income (Loss) from Operations		302			(10	)		—		224			88
Interest and debt expense		(30	)		—			—		(20	)		(10	)
Other income (expense)		(10	)		31			—		(35	)		(6	)
Equity in earnings of subsidiary		—			(72	)		—		72			—
Income (Loss) from Continuing Operations before Income Taxes		262			(51	)		—		241			72
Income tax benefit (provision)		(20	)		—			—		6			(26	)
Income (Loss) from Continuing Operations	$	242		$	(51	)	$	—	$	247		$	46

F-92

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(6	)		—			—		(130	)		124
Amortization of actuarial losses		(51	)		—			—		(37	)		(14	)
Other comprehensive income (loss)		(57	)		—			—		(167	)		110
Total comprehensive income (loss)	$	185		$	(51	)	$	—	$	80		$	156

F-93

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2011

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	154	$	—		$	—	$	104	$	50
Investment in subsidiaries		—		(1,027	)		—		570		457
Other current assets		615		(629	)		—		918		326
Property, plant and equipment, net		504		—			—		450		54
Mineral leaseholds, net		38		—			—		38		—
Other assets		346		—			—		336		10
Total Assets	$	1,657	$	(1,656	)	$	—	$	2,416	$	897
Liabilities and Shareholders’ Equity
Current liabilities	$	281	$	(47	)	$	—	$	267	$	61
Long-term debt		421		—			—		421		—
Other long-term liabilities		203		(574	)		—		211		566
Total Liabilities		905		(621	)		—		899		627
Total Shareholders’ Equity		752		(1,035	)		—		1,517		270
Total Liabilities and Equity	$	1,657	$	(1,656	)	$	—	$	2,416	$	897

F-94

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	242		$	(51	)	$	—	$	247		$	46
Other		21			51			—		(36	)		6
Cash provided by operating activities		263			—			—		211			52
Cash Flows from Investing Activities:
Capital expenditures		(133	)		—			—		(125	)		(8	)
Proceeds from the sale of assets		1			—			—		1			—
Cash used in investing activities		(132	)		—			—		(124	)		(8	)
Cash Flows from Financing Activities
Reductions of debt		(45	)		—			—		(45	)		—
Proceeds from borrowings		14			—			—		14			—
Debt issuance costs and commitment fees		(5	)		—			—		(5	)		—
Proceeds from conversion of warrants		1			—			—		1			—
Cash used in financing activities		(35	)		—			—		(35	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3	)		—			—		—			(3	)
Net Increase in Cash and Cash Equivalents		93			—			—		52			41
Cash and Cash Equivalents at Beginning of Period		61			—			—		52			9
Cash and Cash Equivalents at End of Period	$	154		$	—		$	—	$	104		$	50

F-95

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	108		$	(23	)	$	—	$	111		$	20
Cost of goods sold		83			(22	)		—		89			16
Gross Margin		25			(1	)		—		22			4
Selling, general and administrative expenses		5			(1	)		—		5			1
Income from Operations		20			—			—		17			3
Interest and debt expense		(3	)		—			—		(3	)		—
Other income (expense)		615			2			—		550			63
Equity in earnings of subsidiary		—			(63	)		—		63			—
Income (Loss) from Continuing Operations before Income Taxes		632			(61	)		—		627			66
Income tax provision		(1	)		—			—		(1	)		—
Net Income (Loss)	$	631		$	(61	)	$	—	$	626		$	66

F-96

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		1			—			—		—		1
Amortization of prior service cost		(1	)		—			—		—		(1	)
Other comprehensive income		—			—			—		—		—
Total comprehensive income (loss)	$	631		$	(61	)	$	—	$	626	$	66

F-97

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	631		$	(61	)	$	—	$	626		$	66
Reorganization items		(954	)		—			—		(954	)		—
Other		40			61			—		61			(82	)
Cash used in operating activities		(283	)		—			—		(267	)		(16	)
Cash Flows from Investing Activities:
Capital expenditures		(6	)		—			—		(6	)		—
Cash used in investing activities		(6	)		—			—		(6	)		—
Cash Flows from Financing Activities
Proceeds from borrowings		25			—			—		25			—
Debt issuance costs and commitment fees		(2	)		—			—		(2	)		—
Proceeds from rights offering		185			—			—		185			—
Cash provided by financing activities		208			—			—		208			—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			—		—			—
Net Decrease in Cash and Cash Equivalents		(81	)		—			—		(65	)		(16	)
Cash and Cash Equivalents at Beginning of Period		142			—			—		117			25
Cash and Cash Equivalents at End of Period	$	61		$	—		$	—	$	52		$	9

F-98

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,218		$	(299	)	$	—	$	1,240		$	277
Cost of goods sold		996			(289	)		—		1,047			238
Gross Margin		222			(10	)		—		193			39
Selling, general and administrative expenses		59			(9	)		—		56			12
Provision for environmental remediation and restoration, net of reimbursements		(47	)		—			—		(47	)		—
Income (Loss) from Operations		210			(1	)		—		184			27
Interest and debt expense		(50	)		—			—		(38	)		(12	)
Other income (expense)		(153	)		121			—		(159	)		(115	)
Equity in earnings of subsidiary		—			114			—		(114	)		—
Income (Loss) from Continuing Operations before Income Taxes		7			234			—		(127	)		(100	)
Income tax benefit (provision)		(2	)		(1	)		—		6			(7	)
Income (Loss) from Continuing Operations		5			233			—		(121	)		(107	)
Income from discontinued operations		1			—			—		1			—
Net Income (Loss)	$	6		$	233		$	—	$	(120	)	$	(107	)

F-99

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	6		$	233	$	—	$	(120	)	$	(107	)
Other Comprehensive Loss:
Foreign currency translation adjustments		(10	)		—		—		(3	)		(7	)
Retirement and postretirement plans adjustments		(13	)		—		—		(9	)		(4	)
Other comprehensive loss		(23	)		—		—		(12	)		(11	)
Total comprehensive income (loss)	$	(17	)	$	233	$	—	$	(132	)	$	(118	)

F-100

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	6		$	233		$	—	$	(120	)	$	(107	)
Other		71			(233	)		—		185			119
Cash provided by operating activities		77			—			—		65			12
Cash Flows from Investing Activities:
Capital expenditures		(45	)		—			—		(38	)		(7	)
Cash used in investing activities		(45	)		—			—		(38	)		(7	)
Cash Flows from Financing Activities
Reductions of debt		(425	)		—			—		(425	)		—
Proceeds from borrowings		425			—			—		425			—
Debt issuance costs		(15	)		—			—		(15	)		—
Fees related to rights offering and other related debt costs		(17	)		—			—		(17	)		—
Cash used in financing activities		(32	)		—			—		(32	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(1	)		—			—		(1	)		—
Net Increase (Decrease) in Cash and Cash Equivalents		(1	)		—			—		(6	)		5
Cash and Cash Equivalents at Beginning of Period		143			—			—		123			20
Cash and Cash Equivalents at End of Period	$	142		$	—		$	—	$	117		$	25

F-101

Tronox Finance LLC

Exchange Offer for

$900.0 million 6.375% Senior Notes due 2020

PROSPECTUS

                    , 2013

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.

This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

Until                     , 2013, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Except as set forth below, there is no provision in any contract, arrangement or statute under which any director, secretary or other officer of Tronox Limited is insured or indemnified in any manner against any liability which he/she may incur in his/her capacity as such.

The Constitution of Tronox Limited requires Tronox Limited to, subject to and so far as is permitted by the Australian Corporations Act and the Australian Competition and Consumer Act 2010, indemnify every director, secretary or other officer of Tronox Limited and its related bodies corporate against a liability incurred as such a director, secretary or other officer to a person (other than to Tronox Limited or a related body corporate of Tronox Limited), unless the liability arises out of conduct involving a lack of good faith. This is a continuing indemnity and will apply in respect of all acts done while a director, secretary or other officer of Tronox Limited (or one of its wholly-owned subsidiaries) even if that person is not a director, secretary or other officer at the time the claim is made. The Constitution of Tronox Limited permits Tronox Limited to make a payment in respect of legal costs incurred by a director, secretary, officer or employee in defending an action for a liability incurred as such a director, secretary, officer or employee or in resisting or responding to actions taken by a government agency or a liquidator.

Tronox Limited will enter into a Deed of Access, Indemnity and Insurance (“Deed of Indemnity”) with each of its respective directors to, among other things, give effect to these rights.

Prior to completion of the Transaction, Tronox Limited’s directors and officers are covered by the policies and procedures of Tronox Incorporated as a wholly-owned subsidiary including directors and officers insurance policies. Following completion of the Transaction, we expect directors and officers of Tronox Limited and Tronox Incorporated to be covered by an insurance policy which Tronox Limited will acquire. Prior to completion of the Transaction, Tronox Limited will insure against amounts that it may be liable to pay to directors, secretaries, officers or certain employees pursuant to the Constitution of Tronox Limited, the Deed of Indemnity or that Tronox Limited otherwise agrees to pay by way of indemnity. Tronox Limited will pay premiums for this “Directors and Officers” insurance (“D&O Insurance”). The insurance policy also will insure directors, secretaries, officers and some employees against certain liabilities (including legal costs) they may incur as officers or employees of Tronox Limited. The Deed of Indemnity will provide that, subject to the Australian Corporations Act, during the director’s term of office as an officer of Tronox Limited (or as an officer or trustee of a corporation or trust of which the director is appointed or nominated an officer or trustee by Tronox Limited or a wholly-owned subsidiary of Tronox Limited) and for seven years after the director ceases to hold such office, Tronox Limited must use its best efforts to effect and maintain D&O Insurance covering the director.

There are certain provisions of the Australian Corporations Act that restrict Tronox Limited from indemnifying directors, secretaries and other officers in certain circumstances. These are described below.

Australian Law

Australian Corporations Act

Section 199A(1) of the Australian Corporations Act provides that a company or a related body corporate must not exempt a person from a liability to the company incurred as a director, secretary or other officer of the company.

II-1

Section 199A(2) of the Australian Corporations Act provides that a company or a related body corporate must not indemnify a person against any of the following liabilities incurred as a director, secretary or other officer of the company:

• a liability owed to the company or a related body corporate;

• a liability for a pecuniary penalty order or compensation order under specified provisions of the Australian Corporations Act or the Australian Competition and Consumer Act 2010; or

• a liability that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

Section 199A(2) of the Australian Corporations Act does not apply to a liability for legal costs.

Section 199A(3) of the Australian Corporations Act provides that a company or a related body corporate must not indemnify a person against legal costs incurred in defending an action for a liability incurred as a director, secretary or other officer of the company if the costs are incurred:

• in defending or resisting proceedings in which the person is found to have a liability for which they could not be

• indemnified under section 199A(2); or

• in defending or resisting criminal proceedings in which the person is found guilty; or

• in defending or resisting proceedings brought by the Australian Securities and Investments Commission (ASIC) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

• in connection with proceedings for relief to the person under the Australian Corporations Act in which the court denies the relief.

Section 199B of the Australian Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring a person who is or has been a director, secretary or other officer of the company against a liability (other than one for legal costs) arising out of:

• conduct involving a willful breach of duty in relation to the company; or

• a contravention of the director, secretary or officer’s duties under the Australian Corporations Act not to improperly use their position or make improper use of information obtained as a director, secretary or officer.

For the purpose of Sections 199A and 199B, an “officer” of a company includes:

• a director or secretary;

• a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company;

• a person who has the capacity to significantly affect the company’s financial standing; and

• a person in accordance with whose instructions or wishes the directors of the company are accustomed to act.

Insurance

The directors and officers of Tronox Limited and the duly authorized United States representative of each are insured against certain liabilities, including certain insured liabilities under United States securities laws, which they may incur in their capacity as such under a liability insurance policy carried by the Tronox Limited.

II-2

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

(1) The exhibit index attached hereto is incorporated herein by reference.

(b) Financial Statement Schedules

All schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or notes thereto.

Item 22. Undertakings.

The undersigned registrants hereby undertake:

(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(2) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(ii) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(iii) To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(iv) That, for purposes of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(v) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of

II-3

Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(vi) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX FINANCE LLC
(Registrant)
By:	/s/    Michael J. Foster
Name:        Michael J. Foster
Title:          President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	President, Secretary & Manager (Principal Executive Officer)	June 13, 2013
/s/    John Merturi         John Merturi	Vice President, Treasurer & Manager (Principal Financial & Accounting Officer)	June 13, 2013

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX LIMITED (Registrant)
By:	/s/    Michael J. Foster
Name:        Michael J. Foster
Title:          Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Thomas Casey         Thomas Casey	Chairman of the Board & Chief Executive Officer (Principal Executive Officer)	June 13, 2013
/s/    Kevin V. Mahoney         Kevin V. Mahoney	Vice President & Controller (Principal Accounting and Financial Officer)	June 13, 2013
/s/    Gregory Daniel Blue         Gregory Daniel Blue	Director	June 13, 2013
/s/    Willem Abraham de Klerk         Willem Abraham de Klerk	Director	June 13, 2013
/s/    Sipho Abednego Nkosi         Sipho Abednego Nkosi	Director	June 13, 2013
/s/    Andrew P. Hines         Andrew P. Hines	Director	June 13, 2013
/s/    Wayne A. Hinman         Wayne A. Hinman	Director	June 13, 2013
/s/    Peter B. Johnston         Peter B. Johnston	Director	June 13, 2013
/s/    Ilan Kaufthal         Ilan Kaufthal	Director	June 13, 2013
/s/    Jeffry N. Quinn         Jeffry N. Quinn	Director	June 13, 2013

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX INCORPORATED (Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Vice President,
	General Counsel & Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    John D. Romano         John D. Romano	President & Director (Principal Executive Officer)	June 13, 2013
/s/    John Merturi         John Merturi	Vice President & Treasurer (Principal Financial & Accounting Officer)	June 13, 2013
/s/    Michael J. Foster         Michael J. Foster	Vice President, General Counsel, Secretary & Director	June 13, 2013

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX LLC (Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Vice President & Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    John D. Romano         John D. Romano	President & Manager (Principal Executive Officer)	June 13, 2013
/s/    John Merturi         John Merturi	Vice President & Treasurer (Principal Financial & Accounting Officer)	June 13, 2013
/s/    Michael J. Foster         Michael J. Foster	Vice President, Secretary & Manager	June 13, 2013
/s/    Matthew A. Paque         Matthew A. Paque	Vice President, Assistant Secretary & Manager	June 13, 2013

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX US HOLDINGS INC. (Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	President & Assistant Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	President & Sole Director (Principal Executive Officer)	June 13, 2013
/s/    Kevin V. Mahoney         Kevin V. Mahoney	Controller (Principal Financial & Accounting Officer)	June 13, 2013

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX AUSTRALIA HOLDINGS PTY LIMITED

(Registrant)

By:           /s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:           /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX AUSTRALIA PIGMENTS HOLDINGS PTY LIMITED

(Registrant)

By:           /s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:           /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Secretary & Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX GLOBAL HOLDINGS PTY LIMITED
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:         /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX PIGMENTS AUSTRALIA HOLDINGS PTY LIMITED
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX PIGMENTS AUSTRALIA PTY LIMITED
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX PIGMENTS WESTERN AUSTRALIA PTY LIMITED
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:         /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX PIGMENTS LLC
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Vice President & Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    John D. Romano         John D. Romano	President & Manager (Principal Executive Officer)	June 13, 2013
/s/    John Merturi         John Merturi	Vice President & Treasurer (Principal Financial & Accounting Officer)	June 13, 2013
/s/    Michael J. Foster         Michael J. Foster	Vice President, Secretary & Manager	June 13, 2013

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX SANDS HOLDINGS PTY LIMITED
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX WESTERN AUSTRALIA PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    John D. Romano         John D. Romano	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013
/s/    Michael J. Foster         Michael J. Foster	Director	June 13, 2013

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX WORLDWIDE PTY LIMITED
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director and Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX HOLDINGS (AUSTRALIA) PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX INVESTMENTS (AUSTRALIA) PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX AUSTRALIA SANDS PTY LTD
(Registrant)
By:	/s/    Michael J. Foster
Name:    Michael J. Foster
Title:      Director
By:	/s/    Matthew A. Paque
Name:    Matthew A. Paque
Title:      Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TICOR RESOURCES PTY LTD
(Registrant)
By:	/s/    Michael J. Foster
Name:    Michael J. Foster
Title:      Director
By:	/s/    Matthew A. Paque
Name:    Matthew A. Paque
Title:      Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director (Principal Accounting & Financial Officer)	June 13, 2013

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TICOR FINANCE (A.C.T.) PTY LTD
(Registrant)
By:	/s/    Michael J. Foster
Name:    Michael J. Foster
Title:      Director
By:	/s/    Matthew A. Paque
Name:    Matthew A. Paque
Title:      Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TIO2 CORPORATION PTY LTD
(Registrant)
By:	/s/    Michael J. Foster
Name:    Michael J. Foster
Title:      Director
By:	/s/    Matthew A. Paque
Name:    Matthew A. Paque
Title:      Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

YALGOO MINERALS PTY. LTD.
(Registrant)
By:	/s/    Michael J. Foster
Name:    Michael J. Foster
Title:      Director
By:	/s/    Matthew A. Paque
Name:    Matthew A. Paque
Title:      Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TIFIC PTY. LTD.
(Registrant)
By:	/s/    Michael J. Foster
Name:    Michael J. Foster
Title:      Director
By:	/s/    Matthew A. Paque
Name:    Matthew A. Paque
Title:      Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

SYNTHETIC RUTILE HOLDINGS PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

SENBAR HOLDINGS PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

PIGMENT HOLDINGS PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX MINERAL SALES PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX MANAGEMENT PTY LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

By:          /s/    Matthew A. Paque

Name:	Matthew A. Paque
Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director & Public Officer (Principal Accounting & Financial Officer)	June 13, 2013

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX INTERNATIONAL FINANCE LLP
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Authorized Representative

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Kevin V. Mahoney         Kevin V. Mahoney	Controller (Principal Accounting & Financial Officer)	June 13, 2013
/s/    Matthew A. Paque         Matthew A. Paque	Director	June 13, 2013

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX PIGMENTS LTD
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Vice President & Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    John D. Romano         John D. Romano	President & Director (Principal Executive Officer)	June 13, 2013
/s/    John Merturi         John Merturi	Vice President & Treasurer (Principal Accounting and Financial Officer)	June 13, 2013
/s/    Michael J. Foster         Michael J. Foster	Vice President, Secretary & Director	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director	June 13, 2013

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX HOLDINGS EUROPE C.V.
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director of Tronox Worldwide Pty
	Ltd., its Managing Partner

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director of Tronox Worldwide Pty Ltd. Its Managing Director (Principal Executive Officer)	June 13, 2013
/s/    Anthony Martin Orrell         Anthony Martin Orrell	Director of Tronox Worldwide Pty Ltd. Its Managing Director (Principal Accounting & Financial Officer)	June 13, 2013

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 13th day of June 2013.

TRONOX HOLDINGS COÖPERATIEF U.A.
(Registrant)
By:	/s/    Michael J. Foster

Name:	Michael J. Foster
Title:	Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Thomas Casey and Michael J. Foster, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Michael J. Foster         Michael J. Foster	Director (Principal Executive Officer)	June 13, 2013
/s/    Kevin V. Mahoney         Kevin V. Mahoney	Controller (Principal Accounting & Financial Officer)	June 13, 2013
/s/    Arie Jan Duvekot         Arie Jan Duvekot	Director	June 13, 2013
/s/    Ferdinand Johannes Lambertus         Klinckhamers Ferdinand Johannes Lambertus Klinckhamers	Director	June 13, 2013

II-36

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amended and Restated Transaction Agreement by and among Tronox Incorporated, Tronox Limited, Concordia Acquisition Corporation, Concordia Merger Corporation, Exxaro Resources Limited, Exxaro Holdings Sands (Proprietary) Limited and Exxaro International BV, dated as of April 20, 2012 (incorporated by reference to Annex A to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on May 4, 2012).
3.1	Constitution of Tronox Limited (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
3.2*	Certificate of Formation of Tronox Finance LLC.
3.3*	Limited Liability Company Agreement of Tronox Finance LLC.
3.4*	Third Amended and Restated Certificate of Incorporation of Tronox Incorporated.
3.5*	Bylaws of Tronox Incorporated.
3.6*	Certificate of Formation of Tronox LLC (formerly Kerr-McGee Chemical LLC).
3.7*	Amended and Restated Limited Liability Company Agreement for Tronox LLC (formerly Kerr-McGee Chemical LLC).
3.8*	Certificate of Incorporation of Tronox US Holdings, Inc.
3.9*	Amended and Restated Bylaws of Tronox US Holdings Inc.
3.10*	Constitution of Tronox Australia Holdings Pty Limited.
3.11*	Constitution of Tronox Australia Pigments Holdings Pty Limited.
3.12*	Constitution of Tronox Global Holdings Pty Limited.
3.13*	Constitution of Tronox Pigments Australia Holdings Pty Limited.
3.14*	Constitution of Tronox Pigments Australia Pty Limited.
3.15*	Constitution of Tronox Pigments Western Australia Pty Limited.
3.16*	Certificate of Formation of Tronox Pigments LLC.
3.17*	Limited Liability Company Agreement of Tronox Pigments LLC.
3.18*	Constitution of Tronox Sands Holdings Pty Limited.
3.19*	Memorandum and Articles of Association of Tronox Western Australia Pty Ltd.
3.20*	Constitution of Tronox Worldwide Pty Ltd.
3.21*	Constitution of Tronox Holdings (Australia) Pty Ltd.
3.22*	Constitution of Tronox Investments (Australia) Pty Ltd.
3.23*	Constitution of Tronox Australia Sands Pty Ltd.
3.24*	Constitution of Ticor Resources Pty Ltd.
3.25*	Constitution of Ticor Finance (A.C.T.) Pty Ltd.
3.26*	Constitution of TiO2 Corporation Pty Ltd.
3.27*	Constitution of Yalgoo Minerals Pty Ltd.
3.28*	Constitution of Tific Pty Ltd.

Exhibit No.	Description
3.29*	Constitution of Synthetic Rutile Holdings Pty Ltd.
3.30*	Constitution of Senbar Holdings Pty Ltd.
3.31*	Constitution of Pigment Holdings Pty Ltd.
3.32*	Constitution of Tronox Mineral Sales Pty Ltd.
3.33*	Constitution of Tronox Management Pty Ltd.
3.34*	Certificate of Incorporation of a Limited Liability Partnership for Tronox International Finance LLP.
3.35*	Limited Liability Partnership Agreement in Respect of Tronox International Finance LLP.
3.36*	Certificate of Incorporation of Tronox Pigments Ltd.
3.37*	Articles of Association of Tronox Pigments Ltd. (formerly Kerr-McGee Pigment Ltd).
3.38*	Limited Partnership Deed of Tronox Holdings Europe C.V.
3.39*	Deed of Incorporation of Tronox Holdings Coöperatief U.A.
4.1	Indenture, dated as of August, 20, 2012, among Tronox Finance LLC, Tronox Limited, the other guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q filed by Tronox Limited on November 14, 2012).
4.2	Registration Rights Agreement, dated as of August 20, 2012, among Tronox Finance LLC, Tronox Limited, the other guarantors named therein and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representative of the initial purchasers (incorporated by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q filed by Tronox Limited on November 14, 2012).
4.3	First Supplemental Indenture, dated August 29, 2012, to the Indenture, dated as of August, 20, 2012 among Tronox Finance LLC, Tronox Limited, the other guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.3 of the Quarterly Report on Form 10-Q filed by Tronox Limited on November 14, 2012).
4.4	Second Supplemental Indenture, dated May 7, 2013, to the Indenture dated as of August 20, 2012 among Tronox Finance LLC, Tronox Limited, the other guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 10.24 of the Quarterly Report filed on Form 10-Q filed by Tronox Limited on May 9, 2013).
5.1*	Opinion of Ashurst Australia.
5.2*	Opinion of Kirkland & Ellis LLP.
5.3*	Opinion of Kirkland & Ellis International LLP.
5.4*	Opinion of Bird & Bird LLP.
5.5*	Opinion of Higgs & Johnson.
10.1	Amended and Restated Warrant Agreement, dated as of June 15, 2012, by and between Tronox Incorporated, Tronox Limited, Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
10.2	Tronox Incorporated 2010 Management Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Tronox Incorporated on February 14, 2011).

Exhibit No.	Description
10.3	Tronox LLC 2010 Cash Incentive Plan (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Tronox Incorporated on February 14, 2011).
10.4	Employment Agreement entered into as of February 14, 2011 by and between Tronox LLC and John D. Romano (incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on December 30, 2011).
10.5	Employment Agreement entered into as of February 14, 2011 by and between Tronox LLC and Michael J. Foster (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on December 30, 2011).
10.6	Employment Agreement entered into as of February 14, 2011 by and between Tronox LLC and Robert C. Gibney (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on December 30, 2011).
10.7	Shareholders’ Agreement by and between Tronox Sands Holdings PTY Limited, Tronox Limited, Exxaro Resources Limited, Exxaro Sands (Proprietary) Limited and Exxaro TSA Sands Proprietary Limited (incorporated by reference to Exhibit 10.10 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
10.8	Shareholder’s Deed dated June 15, 2012 by and between Tronox Limited, Thomas Casey, and Exxaro Resources Limited (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
10.9	Credit and Guaranty Agreement, dated February 8 2012, by and among Tronox Pigments (Netherlands) B.V., Tronox Incorporated, the guarantors listed therein, the lenders listed therein, and Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.14 of the Registration Statement of Form S-4 filed by Tronox Limited and Tronox Incorporated on March 22, 2012).
10.10	Employment Agreement entered into as of April 19, 2012 by and between Tronox LLC and Thomas J. Casey (incorporated by reference to Exhibit 10.15 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on April 23, 2012).
10.11	First Amendment to the Credit and Guaranty Agreement, dated May 11, 2012, by and among Tronox Pigments (Netherlands) B.V., Tronox Incorporated, Goldman Sachs Bank USA, the requisite lenders party thereto and the guarantors party thereto (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K filed by Tronox Limited on February 28, 2013).
10.12	Tronox Limited Management Equity Incentive Plan (incorporated by reference to Exhibit 10.16 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on April 23, 2012).
10.13	Technical Amendment to the Credit and Guaranty Agreement, dated June 12, 2012, by and among Goldman Sachs Bank USA and Tronox Pigments (Netherlands) B.V (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K filed by Tronox Limited on February 28, 2013).
10.14	Transition Services Agreement, dated June 15, 2012, by and between Tronox Limited, Exxaro Resources Limited, Exxaro TSA Sands Proprietary Limited and Exxaro Sands (Proprietary) Limited (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
10.15	General Services Agreement, dated June 15, 2012, by and between Tronox Limited, Exxaro Resources Limited, Exxaro TSA Sands Proprietary Limited and Exxaro Sands (Proprietary) Limited (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
10.16	Template Project Services Agreement, dated June 15, 2012, by and between Tronox Limited and Exxaro Resources Limited (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).

Exhibit No.	Description
10.17	Revolving Syndicated Facility Agreement, dated June 18, 2012, among Tronox Incorporated, Tronox Limited, Guarantors named therein, Lenders named therein, UBS Securities LLC, as Arranger, Bookmanager, Documentation Agent and Syndication Agent, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent, UBS Loan Finance LLC, as Swingline Lender, and UBS AG, Stamford Branch, as Australian Security Trustee (incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
10.18	First Amendment to Revolving Syndicated Facility Agreement, dated August 8, 2012, among Tronox Limited, the other borrowers and the guarantors party thereto, the lenders party thereto and UBS AG, Stamford Branch (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed by Tronox Limited on February 28, 2013).
10.19	Separation Letter Agreement dated as of September 29, 2012, by and between Tronox Limited and Robert C. Gibney (incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K filed by Tronox Limited on February 28, 2013).
10.20	Separation Agreement and Release entered into as of February 9, 2013, by and between Tronox Limited and Daniel D. Greenwell (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tronox Limited on February 13, 2013).
10.21	First Amendment to that Certain Employment Agreement entered into as of February 22, 2013, by and between Tronox LLC and Thomas J. Casey (incorporated by reference to Exhibit 10.21 of the Annual Report on Form 10-K filed by Tronox Limited on February 28, 2013).
10.22	Second Amendment to the Revolving Syndicated Facility Agreement, dated March 19, 2013, amoung Tronox Limited, the other borrowers and the guarantors party thereto, the lenders party thereto and UBS AG, Stamford Branch (incorporated by reference to Exhibit 10.23 of the Quarterly Report on Form 10- Q filed by Tronox Limited on May 9, 2013).
12.1*	Computation of Ratio of Earnings to Fixed Charges.
21.1	Subsidiaries of Tronox Limited (incorporated by reference to Exhibit 21.1 of the Annual Report on Form 10-K filed by Tronox Limited on February 28, 2013).
23.1*	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm for Tronox Limited.
23.2*	Consent of Ashurst Australia (included in Exhibit 5.1).
23.3*	Consent of Kirkland & Ellis LLP (included in Exhibit 5.2).
23.4*	Consent of Kirkland & Ellis International LLP (included in Exhibit 5.3).
23.5*	Consent of Bird & Bird LLP (included in Exhibit 5.4).
23.6*	Consent of Higgs & Johnson (included in Exhibit 5.5).
24.1*	Power of Attorney (included in signature pages).
25.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to the Indenture govering the Notes.
99.1*	Form of Letter of Transmittal.
101.IN*	XBRL Instance Document
101.SC*	XBRL Taxonomy Extension Schema Document
101.CA*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LA*	XBRL Taxonomy Extension Label Linkbase Document

Exhibit No.	Description
101.DE*	XBRL Taxonomy Extension Definition Linkbase Document
101.PR*	XBRL Taxonomy Extension Presentation Linkbase Document

* Each document marked with an asterisk is filed herewith.

EX-3.2

Exhibit 3.2

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:49 PM 07/30/2012

FILED 12:32 PM 07/30/2012

SRV 120884061 - 5191011 FILE

CERTIFICATE OF FORMATION

OF

TRONOX FINANCE LLC

This Certificate of Formation is being executed as of July 30, 2012, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Tronox Finance LLC (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Michael J. Foster
	Michael J. Foster, an Authorized Person

EX-3.3

Exhibit 3.3

TRONOX FINANCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

Effective as of

July 30, 2012

TABLE OF CONTENTS

		Page
Article 1 DEFINED TERMS			1
Article 2 THE COMPANY			2
2.1	Purpose		2
2.2	Term		2
2.3	Principal and Registered Place of Business		2
2.4	Registered Agent		3
2.5	Qualification in Additional Jurisdictions		3
2.6	No Partnership Intended for Nontax Purposes		3
Article 3 SHARES AND MEMBERS			3
3.1	Initial Capital of the Company		3
3.2	Transfers of Shares		3
3.3	Additional Members		4
3.4	No Capital Contributions		4
3.5	Scope of Members’ Authority		4
Article 4 PROFITS AND LOSSES; DISTRIBUTIONS			4
4.1	Allocations of Profits and Losses		4
4.2	Distributions to Members		4
Article 5 MANAGEMENT OF THE COMPANY			4
5.1	Management of the Company		4
5.2	Action by the Managers		5
5.3	Action by the Authorized Member(s)		5
5.4	Resignation of a Manager		5
5.5	Removal of a Manager		5
5.6	No Compensation		5
Article 6 TRANSACTIONS; OTHER ACTIVITIES			5
6.1	Business Pursuits of Members		5
6.2	Title to Company Property		6
6.3	Liability of the Company		6
6.4	Liability of the Managers		6
Article 7 OFFICERS AND AGENTS; SIGNATORY AUTHORITIES			6
7.1	Officers		6
7.2	Rights; Obligations; Authority		6
7.3	Removal		6
7.4	Execution of Contracts		6
7.5	President		7
7.6	Vice Presidents		7
7.7	Treasurer		7
7.8	Secretary		7

i

TABLE OF CONTENTS

(continued)

		Page
Article 8 FISCAL YEAR; BOOKS AND RECORDS; BANK ACCOUNTS			7
8.1	Bank Accounts		7
8.2	Books and Records		8
8.3	Stand Alone Accounts		8
8.4	Fiscal Year		8
Article 9 REGISTRATION OF SHARES			8
9.1	Shares		8
Article 10 DISSOLUTION, LIQUIDATION AND TERMINATION			8
10.1	Dissolution		8
10.2	Liquidation and Termination		9
10.3	Articles of Dissolution		9
10.4	Events of Bankruptcy		9
Article 11 MISCELLANEOUS			10
11.1	Binding Agreement		10
11.2	Counterparts		10
11.3	Enforceability		10
11.4	Entire Agreement		10
11.5	Effect of Waiver or Consent		10
11.6	Governing Law		10
11.7	Amendment		10
11.8	Conflict of Interest; No Implied Duties		10
11.9	Notices		11
11.10	References		11
11.11	Titles and Captions		11

ii

TRONOX FINANCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made effective as of July 30, 2012 by the undersigned, being the Sole Member of Tronox Finance LLC (the “Company”).

WHEREAS, the Company was formed pursuant to a Certificate of Formation filed in the State of Delaware on July 30, 2012 (the “Formation Date”).

NOW, THEREFORE, the Sole Member certifies and agrees as follows:

ARTICLE 1

DEFINED TERMS

In addition to any other terms defined herein, the following terms shall have the following meanings for all purposes of this Agreement:

1.1 “Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

1.2 “Affiliate” means, with respect to any Person, any other person that, directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.3 “Agreement” means this Limited Liability Company Agreement, as such may be amended or modified from time to time in accordance with its terms.

1.4 “Authorized Member(s)” mean the Member or Members holding more than 50% of the Shares of the Company.

1.5 “Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law).

1.6 “Consent” means the prior written consent or approval of a Person to do the act or thing for which the consent or approval is solicited, or the act of granting such consent or approval as the context may require.

1.7 “DGCL” means the Delaware General Corporation Law and any successor statute, as amended from time to time.

1.8 “Manager” means any Person appointed by the Authorized Member(s), as specified on Schedule 2, as amended, and who is acting in such Person’s capacity as a Manager of the Company in accordance with the terms and conditions of this Agreement.

1.9 “Member” means any Person who owns Shares as set forth on Schedule 1, as amended, and who is acting in such Person’s capacity as a Member of the Company and any other Person who, from time to time, owns Shares.

1.10 “Notice” means a writing which contains the information required by this Agreement to be communicated to any Person, and given or delivered in accordance with the requirements of this Agreement.

1.11 “Person” means any individual, partnership, limited liability company, firm, corporation, association, joint venture, organization, business, trust, estate or other entity, including a government or any subdivision or agency thereof.

1.12 “TIF LLP” means Tronox International Finance LLP, a limited liability partnership established and governed by the laws of England and Wales.

ARTICLE 2

THE COMPANY

2.1 Purpose. The Company is authorized to engage in the transaction of any and all lawful businesses or activities which a limited liability company may carry on under the Act and the laws of any other jurisdiction in which the Company is so engaged. The businesses and activities of the Company shall include but not be limited to:

2.1.1 the issuance of bonds, notes or other indebtedness; and

2.1.2 the on-lending of various indebtedness proceeds.

Provided however, all such businesses and activities in which the Company shall engage shall be conducted solely within the United States of America (it being understood that a guarantor or co-obligor of any such indebtedness that is not an entity formed under the laws of a State within the United States of America does not constitute an occurrence outside the United States of America).

2.2 Term. The Company shall have perpetual existence except as otherwise agreed by the unanimous Consent of the Members, or if the Company is dissolved and terminated in accordance with Article 10 of this Agreement.

2.3 Principal and Registered Place of Business. The registered office of the Company shall be 1209 Orange Street, in the City of Wilmington, County of New Castle. The principal place of business of the Company shall be One Stamford Plaza, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901 or such other place or places as the Managers shall from time to time select.

2

2.4 Registered Agent. The Company’s registered agent shall be The Corporation Trust Company or such other Person as is designated by the Managers from time to time to serve in that capacity in accordance with the terms of the Act.

2.5 Qualification in Additional Jurisdictions. The Company shall be qualified to do business in any jurisdiction within the United States of America in which such qualification is deemed by the Managers as necessary or desirable in carrying out the Company’s business, and pursuant thereto, to appoint a registered agent and to establish a registered office or branch in such jurisdiction, and to cause the Company to operate in such jurisdiction under another name selected by the Managers, in compliance with the assumed name statute of such jurisdiction, if the Company is not allowed under the laws of such jurisdiction to operate under the name “Tronox Finance LLC.”

2.6 No Partnership Intended for Nontax Purposes. The Member has formed the Company as a limited liability company under the Act and expressly does not intend hereby to form a partnership under the laws of any jurisdiction. The Member does not intend to be partners one to another with any Member admitted subsequent to the date hereof, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

ARTICLE 3

SHARES AND MEMBERS

3.1 Initial Capital of the Company. The equity interests in the Company (including, without limitation, the Members’ “limited liability company interests,” as defined in the Act, and the Members’ rights to participate in the management of the Company as set forth herein) shall be issued in share increments. The total number of shares that the Company shall have authority to issue is one thousand (1,000). There shall be one class of shares, designated as “common stock, par value $1.00 per share” (“Shares”). Each Share shall be entitled to one vote and shall otherwise be identical in all respects with each other Share. All Shares issued hereunder shall be fully paid and non-assessable. The names of each Member and their ownership of Shares is as set forth in Schedule 1 hereof, as such schedule may be amended from time to time by the Company or as set forth in the register kept as provided in Section 9.1. Any Person who accepts Shares issued by the Company shall be deemed to have assented to each and every term of this Agreement, whether or not such Person is a signatory hereto.

3.2 Transfers of Shares.

3.2.1 Each Member may assign such Member’s Shares in whole or in part. Upon such assignment of Shares, the assignee shall become, in substitution for and to the exclusion of the assignor, a Member, with all of the rights and powers, and subject to all of the restrictions and liabilities, of a Member. Notwithstanding any provision of this Agreement to the contrary, Shares of the Company may not be sold to or traded by the public.

3

3.2.2 In the event TIF LLP shall cease to be a Member of the Company, the Company shall cease to be deemed a branch of TIF LLP.

3.3 Additional Members. Additional Persons may be admitted to the Company as Members, and Shares may be issued to those Persons and to existing Members, at such times and on such terms and conditions as the Members may determine from time to time.

3.4 No Capital Contributions. No Member shall be required to make capital contributions or otherwise have any liability to make payments to the Company; provided, however, that Shares shall not be issued for consideration having value of less than $1.00 per share; and provided further, that the Member shall be required to make the initial capital contribution set forth on Schedule 1 within 60 days after the date of this Agreement.

3.5 Scope of Members’ Authority. Except as otherwise expressly provided for in this Agreement, no Member shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Member or the Company.

ARTICLE 4

PROFITS AND LOSSES; DISTRIBUTIONS

4.1 Allocations of Profits and Losses. All items of Company income, gain (whether realized or unrealized, and including gains of a capital nature), loss, deduction, credit or the like will be allocated among the Members pro rata in accordance with their respective ownership of Shares.

4.2 Distributions to Members. Distributions of cash or other assets may be made to the Members from time to time as approved by the Members. All distributions made will be made to the Members pro rata in accordance with their respective ownership of Shares.

ARTICLE 5

MANAGEMENT OF THE COMPANY

5.1 Management of the Company.

(a) The Company’s business and affairs shall be managed and controlled by its Managers. The Managers shall be authorized to exercise all such powers of the Company, and to do all such lawful acts and things, as are not by law or by this Agreement directed or required to be exercised or done by the Members; provided, however, the Authorized Member(s) may, in its sole discretion, approve or disapprove any matter or take any action related to the business and affairs of the Company, except as otherwise provided in this Agreement or the Act.

(b) The Managers shall be appointed by the Authorized Member(s). The name of each Manager shall be as set forth on Schedule 2 hereof, as amended.

(c) Each Manager shall serve until a successor is elected or qualified or until his or her earlier death, resignation or removal.

4

5.2 Action by the Managers. All actions taken on behalf of the Company by a Manager may be approved by the affirmative vote of a majority of the Managers. Regular meetings of the Managers may be held at such times and places as the Managers may determine. Special meetings of the Managers may be called by any Member or any two Managers acting together on not less than one business day’s prior written notice delivered to each of the Managers and specifying the nature of any business to be transacted at such special meeting. A Manager may waive notice of any meeting, whether before or after the date of such meeting and attendance by a Manager at a meeting shall constitute a waiver of notice by such Manager. A majority of the total number of Managers shall constitute a quorum for the transaction of business at any meeting of the Managers. Managers may participate in any meeting via teleconference or similar means of communications equipment by which all individuals participating in the meeting can hear one another and such participation shall constitute presence in person at the meeting. Any action required or permitted to be taken at any meeting of the Managers may be taken by a written consent without a meeting, without prior notice and without a vote. The written consent shall set forth the action to be taken and shall be signed by such Managers as are sufficient under the provisions of this Agreement to authorize or take such action at a meeting of the Managers.

5.3 Action by the Authorized Member(s). Any action taken by Authorized Member(s) shall be deemed to be duly authorized in all respects. Any action taken by the Members acting unanimously, as evidenced by the signature of each such Member, shall be deemed to be duly authorized in all respects.

5.4 Resignation of a Manager. Any Manager may resign at any time by giving written notice to the Members.

5.5 Removal of a Manager. Any Manager may be removed at any time with or without cause by the affirmative vote of the Members holding not less than a majority of the issued and outstanding Shares of the Company.

5.6 No Compensation. No Manager shall be entitled to receive compensation for his or her service as a Manager.

ARTICLE 6

TRANSACTIONS; OTHER ACTIVITIES

6.1 Business Pursuits of Members. The Members shall be obligated by reason of this Agreement to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives and the responsibilities undertaken or assigned to the Members. Except as otherwise provided in this Agreement or in any other written agreement by which any Member may be bound, this Agreement shall not preclude or limit in any respect the right of any Member to engage in or invest in any business activity of any nature or description. Any such permitted activity may be engaged in independently or with other Members. No Member shall have the right, by virtue of this Agreement or the relationship created hereby, to any interest in such other permitted ventures or activities or to the income or proceeds derived therefrom by any other Member. Except as

5

otherwise provided in this Agreement or in any other written agreement by which any Member may be bound, the pursuit of such permitted ventures shall not be deemed wrongful or improper and any Member shall have the right to participate in or to recommend to others any investment opportunity.

6.2 Title to Company Property. All property of the Company, whether real or personal, tangible or intangible, shall be owned by the Company as an entity, and no Member shall have any direct ownership interest in such property. The title to all such property shall be held in the name of the Company and all securities shall be registered in the name of the Company.

6.3 Liability of the Company. Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member or Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.

6.4 Liability of the Managers. Except as otherwise provided in the Act, no Manager shall be liable to the Member(s) for any loss or damage sustained by the Member(s), unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

ARTICLE 7

OFFICERS AND AGENTS; SIGNATORY AUTHORITIES

7.1 Officers. The officers of the Company, if any, shall be as set forth on Schedule 3, as amended. Except as otherwise indicated in this Article 7, the Managers may, from time to time, elect or appoint a president, one or more vice presidents, a secretary, a treasurer, and other officers and agents as the Managers deem necessary or advisable. Any two or more such offices may be held by the same person.

7.2 Rights; Obligations; Authority. Election or appointment of a Person as an officer or agent of the Company shall not itself create contract rights in such Person. All delegations of authority to officers of the Company under this Article 7 shall be nonexclusive, and the Managers shall retain all powers and duties vested in them under Article 5 hereof and the Act. The Company may indemnify or advance expenses to any officer or agent elected or appointed by the Managers in accordance with or pursuant to any other law, agreement, vote or Consent of the Managers.

7.3 Removal. Any officer or agent elected or appointed by the Managers may be removed by the Managers whenever, in the judgment of the Managers, the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Person so removed.

7.4 Execution of Contracts. The Managers may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

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7.5 President. The President shall, subject to the direction and control of the Managers, in general supervise and control the operations of the Company. The President shall preside at all meetings of the Managers or the Members. The President may sign any deeds, mortgages, bonds, contracts or other instruments on behalf of the Company, except in cases where the execution thereof shall be expressly delegated by the Managers, the Members or by this Agreement to some other officer or agent of the Company or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of the President of the Company and such other duties as may be prescribed from time to time by the Managers.

7.6 Vice Presidents. The Managers may elect or the President may appoint one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President, the President or the Managers. The authority of Vice Presidents to sign in the name of the Company deeds, mortgages, bonds, contracts or other instruments shall be coordinate with like authority of the President.

7.7 Treasurer. The Managers may elect or the President may appoint a Treasurer. If required by the Managers, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Managers shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of this Agreement. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Managers.

7.8 Secretary. The Managers may elect or the President may appoint a Secretary. The Secretary shall: (a) keep records of Company action, including the minutes of meetings of the Managers or the Members in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records and of the seal, if any, of the Company; (d) keep a register of the post office address of each Member which shall be furnished to the Secretary by such Member; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Managers.

ARTICLE 8

FISCAL YEAR; BOOKS AND RECORDS; BANK ACCOUNTS

8.1 Bank Accounts. The funds of the Company shall be deposited in such federally insured bank account or accounts or other financial intermediary as the Managers in their discretion determine are required, and the Managers shall arrange for the appropriate conduct of such accounts.

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8.2 Books and Records. There shall be kept and maintained full and accurate books respecting the business of the Company at the Company’s principal place of business or such other location as the Managers may determine showing all receipts and expenditures, assets and liabilities, profits, losses and distributions, and all other records reasonably necessary or appropriate for recording the Company’s business affairs.

8.3 Stand Alone Accounts. There shall be kept and maintained stand alone financial accounts for the Company, at the Company’s principal place of business or such other location as the Managers may determine, which are prepared on a yearly basis unless the Member(s) or the Managers, as the case may be, deem that a set of additional accounts should be prepared at a particular point in time or for a particular period. The accounts shall be prepared in accordance with the accounting standards that are deemed by the Member(s) or the Managers, as the case may be, to be applicable to the Company at the time of preparing the accounts.

8.4 Fiscal Year. The fiscal year of the Company shall end on the last day of December.

ARTICLE 9

REGISTRATION OF SHARES

9.1 Shares. Each Member’s Shares shall be recorded on Schedule 1 of this Agreement, as amended. Shares shall be uncertificated. The Company shall keep and maintain or cause to be kept and maintained a register in which, subject to such regulations as the Company may adopt, the Company will provide for the registration of Shares and the registration of transfers of Shares. The books of the Company shall be conclusive evidence of the ownership of all Shares. Subject to the other terms of this Agreement, the Shares in the Company shall be transferable on the books of the Company by the record holder thereof or by its duly authorized agent upon delivery to the Company of a duly executed instrument of transfer, and such other instruments as the Company may reasonably require and such evidence of the genuineness of the execution and authorization of the foregoing as may be required by the Company. Subject to the terms of this Agreement, upon delivery of the foregoing instruments and compliance with the foregoing conditions, the transfer shall be recorded on the books of the Company. Until a transfer is so recorded, the owners of record of Shares shall be deemed to be the owners for all purposes hereunder and neither any Member nor the Company shall be affected by any notice of a proposed transfer.

ARTICLE 10

DISSOLUTION, LIQUIDATION AND TERMINATION

10.1 Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:

(a) the written Consent of the Authorized Members;

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(b) the unanimous written Consent of the Managers; or

(c) entry of a decree of judicial dissolution of the Company under the Act.

10.2 Liquidation and Termination. On dissolution of the Company, the Company shall appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and under the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managers. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation or otherwise make adequate provisions for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(c) all remaining assets of the Company shall be distributed to the Members in accordance with their respective ownership of Shares.

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 10.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member with respect to its Shares and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

10.3 Articles of Dissolution. On completion of the distribution of Company assets as provided herein, the Company is terminated, and any Member (or such other Person or Persons as the Act may require or permit) shall file Articles of Dissolution with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.

10.4 Events of Bankruptcy. Notwithstanding anything to the contrary contained in this Agreement, none of the events described in § 18-304 of the Act shall cause a Member to cease to be a Member of the Company and, upon the occurrence of any such event, the Company shall continue without dissolution.

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ARTICLE 11

MISCELLANEOUS

11.1 Binding Agreement. Subject to the provisions set forth herein, this Agreement shall inure to the benefit of and be binding upon the Members and their respective heirs, executors, legal representatives, successors and assigns. Whenever in this instrument a reference to any Member is made, such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors and assigns of each Member.

11.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

11.3 Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other Person or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

11.4 Entire Agreement. This Agreement, unless subsequently amended, contains the final and entire Agreement of the parties hereto and supersedes any prior written or oral agreement with respect to the subject matter contained herein.

11.5 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.6 Governing Law. THIS AGREEMENT IS MADE AND SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF CONFLICT OF LAW PRINCIPLES THEREOF.

11.7 Amendment. This Agreement may be amended or modified upon the Consent of the Authorized Member(s); provided, however, that any amendment or modification that materially and adversely affects a Member’s economic interest in the Company shall not be effective as to such Member without the Consent of such Member.

11.8 Conflict of Interest; No Implied Duties. To the extent that, at law or in equity, the Members holding more than 50% of the Shares have duties (including fiduciary duties) and liabilities relating to the Company or any other Member, such Members shall not be liable to the Company or to any other Member for its good faith reliance on the provisions of this Agreement, which, to the extent that they restrict the duties and liabilities or rights and powers otherwise existing at law or in equity, are agreed by the Members to replace such other duties, liabilities, rights and powers. No Member shall be required to act hereunder as its sole and exclusive

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business activity and any Member may have other business interests and engage in other activities in addition to those relating to the Company, including those which might compete with the Company. Neither the Company nor any Member shall have any right by virtue of this Agreement in or to any other interests or activities or to the income or proceeds derived therefrom. A Member may transact business with the Company and, subject to applicable laws, has the same rights and obligations with respect thereto as any other Person. No transaction between a Member, its Affiliates, and the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction.

11.9 Notices. Any Notice to the Members required under the terms of this Agreement shall be sent to their respective addresses, as set forth on the register of Members maintained by the Company. All Notices and copies thereof provided for herein shall be hand delivered with receipt therefor, sent by overnight courier service with receipt therefor, or sent by certified or registered mail, return receipt requested, and first-class postage prepaid. Changes of address may be given to the Company and the Members by Notice given in accordance with the terms of this Section 11.9. Time periods shall commence on the date that such Notice is delivered or attempted to be delivered if receipt thereof is refused by the recipient. Any Notice that is required to be given within a stated period of time shall be considered timely made or given if delivered or postmarked before 11:59 p.m. local time, on the last day of such period.

11.10 References. References herein to the singular shall include the plural and to the plural shall include the singular, and references to one gender shall include the others, except where the same shall not be appropriate

11.11 Titles and Captions. Section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the content of this Agreement.

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IN WITNESS WHEREOF, the undersigned Sole Member has executed this Agreement as of the date and year first above written.

TRONOX INTERNATIONAL FINANCE LLP
By:	/s/ Michael J. Foster
	Name:	Michael J. Foster
	Title:	Authorized Representative

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Schedule 1

Members

(As of July 30, 2012)

Name/Address	Capital Contribution		Shares
Tronox International Finance LLP 7 Albemarle Street London W1S 4HQ, United Kingdom	$	100		100
Total	$	100		100

Schedule 2

Managers of the Company

Michael J. Foster

Daniel D. Greenwell

John Merturi

Schedule 3

Officers of the Company

EX-3.4

Exhibit 3.4

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TRONOX INCORPORATED

ARTICLE I.

The name of the corporation is Tronox Incorporated (the “Corporation”).

ARTICLE II.

The period of the Corporation’s duration is perpetual.

ARTICLE III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV.

The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE V.

Section 5.01. Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 30,000,000 shares, consisting of 25,000,000 shares of common stock, par value $0,01 per share (the “Common Stock”) and 5,000,000 shares of preferred stock, par value $0.01 per share (the ‘‘Preferred Stock”).

Section 5.02. Preferred Stock. The board of directors of the Corporation (the “Board of Directors”) is hereby expressly authorized at any time, and from time to time, to by resolution create and provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the DGCL (a “Preferred Stock Designation”), to establish the designation of any such series and the number of shares to be included in each such series, and to fix the designations, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, including, but not limited to, the following:

(i) the designation of the series, which may be by distinguishing number, letter or title;

(ii) the designation of and the number of shares constituting such series, which number the Board of Directors may thereafter (except as otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares of such series then outstanding);

(iii) dividend rate for the payment of dividends on such series, if any, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends, if any, shall bear to the dividends payable on any other class or classes of or any other series of capital stock, the conditions and dates upon which such dividends, if any, shall be payable, and whether such dividends, if any, shall be cumulative or non-cumulative;

(iv) whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;

(v) the terms and amount of any sinking fund providing for the purchase or redemption of the shares of such series;

(vi) whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes or series of capital stock of, or any other security of, the Corporation or any other corporation, and, if provision be made for any such conversion or exchange, the times, prices, rates, adjustments and any other terms and conditions of such conversion or exchange;

(vii) the extent, if any, to which the holders of the shares of such series shall be entitled to vote separately as a class or otherwise with respect to the election of directors or otherwise;

(viii) the restrictions, if any, on the issuance or reissuance of shares of the same series or of any other class or series;

(ix) the amounts payable on and the preferences, if any, of the shares of such series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Corporation; and

(x) any other relative rights, powers, and preferences, and the qualifications, restrictions and limitations thereof, of such series.

Section 5.03. Common Stock.

(a) Generally. Each share of Common Stock shall be identical and treated equally in all respects except as set forth herein and as otherwise provided by law. No stock dividend, stock split, combination or other similar recapitalization may be effected as to any series of Common Stock unless such action equally affects the other series of Common Stock. The rights and privileges of any series of Common Stock as set forth in this ARTICLE V shall not be amended, altered or repealed (whether by amendment or restatement or by merger, consolidation, business combination or otherwise) in any manner which adversely affects such series of Common Stock or does not equally affect the other series of Common Stock, in each case, without the affirmative vote of holders of a majority of the outstanding shares, voting as a separate class, of such series of Common Stock proposed to be affected. Each holder of

Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of common stock, as such, shall not be entitled to vote on any amendment to this Third Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Third Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(b) Voting Rights. Except as otherwise provided herein or by applicable law, the holders of shares of Common Stock shall be entitled to receive notice of and attend any meeting of the stockholders of the Corporation, and vote on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Corporation. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held as of the record date for any meeting of the stockholders of the Corporation or for any action by written consent in lieu of a meeting.

(c) Dividends. Subject to any rights of any class or series of Preferred Stock, the holders of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors of the Corporation out of funds legally available therefor. Holders of shares of Common Stock shall be entitled to share equally, share for share, in any such dividends with respect to the Common Stock.

(d) Liquidation. Subject to any rights of any class or series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, voluntary or involuntary, the assets of the Corporation available to stockholders shall be distributed equally per share to the holders of shares of Common Stock.

ARTICLE VI.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and elections of directors need not be by written ballot unless required by the Bylaws of the Corporation. The number of directors of the Corporation shall be fixed from time to time in the manner set forth herein and in the Corporation’s Bylaws, provided, however, that no decrease in the number of directors may shorten the term of any incumbent director.

ARTICLE VII.

A director shall have no liability for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as the same exists or hereafter may be amended. No amendment, repeal or modification of this ARTICLE VII shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or modification for or with respect to an act or omission of such director occurring prior to such amendment, repeal or modification.

ARTICLE VIII.

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, amend and repeal the Bylaws of the Corporation.

ARTICLE IX.

Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested; provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this ARTICLE IX shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by this ARTICLE IX, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE X.

Subject to Section 5.03(a), the Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Third Amended and Restated Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner from time to time prescribed herein or by applicable law. Subject to Section 5.03(a), all rights, preferences and privileges of whatsoever nature conferred upon stockholders by and pursuant to this Third Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this ARTICLE X.

ARTICLE XI.

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

EX-3.5

Exhibit 3.5

BYLAWS

OF

TRONOX INCORPORATED

ARTICLE I

OFFICE AND RECORDS

1.1 The registered office of Tronox Incorporated (the “Corporation”) in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company.

1.2 The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may designate or as the business of the Corporation may from time to time require.

1.3 The books and records of the Corporation may be kept at the Corporation’s principal executive office in 3301 N.W. 150^th Street, Oklahoma City, Oklahoma 73134 or at such other locations outside the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 All annual meetings of the stockholders for the election of directors shall be held at such date, time and place, if any, either within or without the State of Delaware as may be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of stockholders for any other purpose may be held at such date, time and place, within or without the State of Delaware, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Whenever stockholders are required or permitted to take any action at a meeting, unless notice is waived as provided in Section 4.1, notice of the meeting stating the date, time and place of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting either personally or by mail, not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise provided by law. If mailed, notice shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation. Any previously scheduled meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

2.3 The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.3 or to vote in person or by proxy at any meeting of stockholders.

2.4 A special meeting of the stockholders, for any purpose or purposes, may be called only by the Chairman of the Board of Directors, by the President or by the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.5 The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by the Delaware General Corporation Law (“DGCL”), the Corporation’s Amended and Restated Certificate of Incorporation, as amended, modified, supplemented and amended and restated from time to time (the “Certificate of Incorporation”), or these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the Chairman of the Board of Directors or other person acting as the Chairman of the meeting, or the Board of Directors, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

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2.6 Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Every proxy shall be signed by the stockholder or by his duly authorized attorney. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Corporation which are present in person or by proxy and entitled to vote thereon.

2.7 Upon demand of any stockholder entitled to vote at a meeting, the vote for directors or for any other matter at such meeting shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the presiding officer at the meeting.

2.8 (a) At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof, or (iii) otherwise properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.8. In addition, any proposal of business (other than the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder action. For business proposals or director nominations to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business or make the nomination (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Section 2.8(a) in writing to the Secretary of the Corporation even if such matter is already the subject of any notice to the stockholders or Public Disclosure (as defined below) from the Board of Directors. To be timely, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation: not

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later than the close of business on the 75^th day, nor earlier than the close of business on the 120^th day in advance of the anniversary of the previous year’s annual meeting; provided, however, that in the event that such annual meeting is to be held on a day which is more than 30 days preceding the anniversary of the previous year’s annual meeting or more than 70 days after the anniversary of the previous year’s annual meeting notice by the stockholder must be so delivered not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 75^th day prior to such annual meeting or the tenth day following the date of Public Disclosure of the date of such meeting is first made by the Corporation. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period (or extend any notice time period) for the giving of a stockholder’s notice as described above.

(b) For the nomination of any person or persons for election to the board of directors, a Proposing Stockholder’s notice to the Secretary of the Corporation shall set forth (i) the name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any), (iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under the rules of the Securities and Exchange Commission, regardless of whether the Company is subject to such rules or not, (v) the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected, and (vi) as to the Proposing Stockholder and the beneficial owner, if any, on whose behalf the nomination is made: (A) the name and address of the Proposing Stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is being made, (B) the class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder’s notice, and a representation that the Proposing Stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (C) the identity of any control person and any information that would be required in Items 2, 3 and 4 of Schedule 13D, regardless of whether such Schedule 13D is required to be filed with the Securities and Exchange Commission or not, (D) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proposing Stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, including the nominee, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (E) a description of any agreement, arrangement or understanding (including any derivative or short positions,

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profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder or any of its affiliates or associates, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (F) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (G) a representation whether the Proposing Stockholder or the beneficial owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or (ii) otherwise to solicit proxies from stockholders in support of the nomination, and (H) any other information relating to such Proposing Stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act (as defined below) and the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(c) For all business other than director nominations, a Proposing Stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter the Proposing Stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting and any material interest in such business of such Proposing Stockholder and the beneficial owner, if any, on whose behalf the proposal is made, (ii) any other information relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act (as defined below) and (iii) the information required by Section 2.8(b)(vi) above (with all references to nominations in Section 2.8(b)(vi) to be deemed to be references to business proposals). The foregoing notice requirements of this Section 2.8(a) and (c) shall be deemed satisfied by a Proposing Stockholder with respect to business other than a nomination if the Proposing Stockholder has notified the Corporation of

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his, her or its intention to present a proposal at an annual meeting in compliance with the applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(d) Notwithstanding anything in the penultimate sentence of paragraph (a) of this Section 2.8 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at the annual meeting is increased effective after the time period for which nominations would otherwise be due under paragraph (a) of this Section 2.8 and there is no public announcement by the Corporation naming the nominees for the additional directorships at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.8 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such Public Disclosure is first made by the Corporation.

(e) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (x) by or at the direction of the Board of Directors or any committee thereof or (y) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.8 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2.8. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by this Section 2.8 shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 60th day prior to such special meeting and not earlier than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Disclosure is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the Public Disclosure of an adjournment or postponement of a special meeting commence a new time period (or extend any notice time period) for the giving of a stockholder’s notice as described above.

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(f) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 2.8 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.8. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (i) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.8 (including whether the Proposing Stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such Proposing Stockholder’s representation as required by paragraph (b)(vi)(G) of this Section 2.8), (ii) to determine if any proposed nomination or business was not made or proposed in compliance with this Section 2.8, and (iii) in the event the Proposing Stockholder fails to promptly update any information required to be provided to the Corporation, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.8, unless otherwise required by law, if the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.8, to be considered a qualified representative of the Proposing Stockholder, a person must be a duly authorized officer, manager or partner of such Proposing Stockholder or must be authorized by a writing executed by such Proposing Stockholder or an electronic transmission delivered by such Proposing Stockholder to act for such Proposing Stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(g) For the purposes of this Article, “Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the United States Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(h) Notwithstanding the foregoing provisions of this Section 2.8, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Section 2.8; provided however, that any references in these Bylaws to the Exchange Act are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.8 (including paragraphs (a)(iii) and (e) hereof), and compliance with paragraphs (a)(iii) and (e) of this Section 2.8 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as

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provided in the last sentence of paragraph (c) of this Section 2.8, business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 2.8 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

2.9 Meetings of stockholders shall be presided over by the Chairman of the Board of Directors or, in his or her absence, by the Chief Executive Officer or, in his or her absence, by the President or, in his or her absence, by a Vice President or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors or, in the absence of such designation, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

2.10 The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

2.11 The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of

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Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.12 (a) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request that the Board of Directors fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 2.12(a)). If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 2.12(a) or otherwise within ten (10) days after the date on which such written notice is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date after the expiration of such ten (10) day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 2.12(a), the record date for determining stockholders entitled to consent to corporate action in writing without a meeting if prior action by the Board of Directors is required by applicable law shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(b) In the event of the delivery, in the manner provided by this Section 2.12 and applicable law, to the Corporation of written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have

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completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with this Section 2.12 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 2.12(b) shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(c) Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the earliest dated written consent received in accordance with this Section 2.12, a valid written consent or valid written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation in the manner prescribed in this Section 2.12 and applicable law, and not revoked.

ARTICLE III

DIRECTORS

3.1 The business, property and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors constituting the entire Board of Directors shall initially be seven (7) and may be increased or decreased from time to time by vote of a majority of the entire Board of Directors, except as provided in Section 3.2 of this Article III; provided, however, that no decrease in the number of directors may shorten the term of any incumbent director. Directors need not be stockholders. The directors shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election, and until their successors are elected and qualified, unless sooner displaced.

3.2 Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery of the State of Delaware may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

3.3 The business of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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MEETINGS OF THE BOARD OF DIRECTORS

3.4 The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

3.5 The first meeting of each newly elected Board of Directors shall be held at the same place and immediately following each annual meeting of stockholders, and no further notice thereof need be given other than these Bylaws.

3.6 Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.7 Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or by directors constituting a majority of the Board of Directors, at such time and place as shall be specified in the notice or waiver thereof. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings. Notice of any special meeting shall be given to each director at his or her business or residence. If mailed, such notice shall be deemed adequately delivered: (a) when personally delivered to the director to be notified; (b) when sent by confirmed facsimile to the director to be notified at a number previously identified by the director and currently on record with the Corporation; (c) when sent by email to the director to be notified at an email address previously identified by the director and currently on record with the Corporation; (d) three (3) business days after deposit in the United States mail, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the director to be notified at an address previously identified by the director and currently on record with the Corporation; or (e) one (1) business day after deposit with a national overnight delivery service, postage prepaid, addressed to the director to be notified at an address previously identified by the director and currently on record with the Corporation. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of these Bylaws.

3.8 At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.9 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

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3.10 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.11 Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors or, in his or her absence, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence, the chairman of the meeting may appoint any person to act as secretary of the meeting.

COMMITTEES OF THE BOARD OF DIRECTORS

3.11 The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

3.12 In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

3.13 Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except as otherwise may be provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or authorize the issuance of stock.

3.14 Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

3.15 Any such committee may adopt rules governing the method of calling and date, time and place of holding its meetings. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these Bylaws. Unless otherwise provided by the Board of Directors, a majority of any such committee (or the member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of a majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Any or all members of any such committee may be removed, with or without cause, by resolution of the Board of Directors.

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COMPENSATION OF DIRECTORS

3.16 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

RESIGNATION AND REMOVAL OF DIRECTORS

3.17 Any director, whether elected or appointed, may resign at any time upon notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time not be specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

3.18 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

WAIVER OF NOTICE

4.1 Whenever any notice is required to be given to any stockholder or director of the Corporation under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. In the case of a stockholder, such waiver of notice may be signed by such stockholder’s attorney or proxy duly appointed in writing. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors needs to be specified in any written waiver of notice.

ARTICLE V

OFFICERS

5.1 The officers of the Corporation shall be chosen by the Board of Directors and may include a Chairman of the Board, a Chief Executive Officer, a President, a Treasurer and a Secretary. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices subject to the specific provisions of this Article V together with such other powers and duties as from time to time may be conferred by the Board of Directors or Committee thereof.

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5.2 The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.3 The salaries of all officers of the Corporation shall be subject to the approval of the Board of Directors or Committee thereof.

5.4 The officers of the Corporation shall hold office until their successors are chosen and qualified or until his or her death, resignation or earlier removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

5.5 The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him or her by the Board of Directors and as may be provided by law. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation, shall make reports to the Board of Directors and the stockholders and shall perform all duties incidental to such office which may be required by law and all such other duties as are properly required by the Board of Directors. Unless another person is chosen by the Board of Directors, so long as the President and Chief Executive Officer of the Company is a member of the Board of Directors, he or she shall serve as the Chairman of the Board. Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation which may be authorized by the Board of Directors. The Chairman of the Board shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

THE PRESIDENT AND VICE-PRESIDENTS

5.6 The President shall be the Chief Executive Officer of the Corporation and, if not serving as the Chairman of the Board, in the absence or inability to act of the Chairman of the Board he or she shall preside at all meetings of the stockholders and the Board of Directors and perform all duties of the Chairman of the Board. He or she shall act in a general executive capacity in the administration and operation of the Corporation’s business and general supervision of its policies and affairs.

5.7 The President may sign, alone or with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates, contracts and other instruments of the Corporation as authorized by the Board of Directors.

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5.8 In the absence of the President or in the event of his or her inability or refusal to act, the Vice President, if any, (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

5.9 The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, shall also record therein all action taken by written consent of directors in lieu of a meeting, and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the Corporation and he or she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. He or she shall have charge of the stock ledger and such other books and papers as the Board of Directors may direct, but he or she may delegate responsibility for maintaining the stock ledger to any transfer agent appointed by the Board of Directors. He or she may have all such further powers and duties as generally are incident to the position of Secretary or as may be assigned to him or her by the President or the Board of Directors.

5.10 The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

5.11 The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation.

5.12 He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an

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account of all his or her transactions as Treasurer and of the financial condition of the Corporation. He or she may have all such further powers and duties as generally are incident to the position of the Treasurer or as may be assigned to him or her by the Chairman of the Board, the President or the Board of Directors.

5.13 The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

5.14 In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer for the time being the powers of such officer, or any of them, upon any other officer or upon any director.

ARTICLE VI

CERTIFICATES OF STOCK

6.1 The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. If shares are represented by certificates such certificates shall be in the form approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the Chairman, the President or any Vice President, and by the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

LOST CERTIFICATES

6.2 The Board of Directors may direct a new certificate or certificates (or uncertificated shares) to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates (or uncertificated shares), the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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TRANSFER OF STOCK

6.3 Transfers of stock shall be made on the books of the Corporation only by the person named as the holder thereof on the stock records of the Corporation, by such person’s attorney lawfully constituted in writing, and in the case of shares represented by a certificate upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the President or any Vice President or the Treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents or registrars of transfers, or both, and may require all stock certificates to bear the signature of either or both.

STOCKHOLDER RECORD DATE

6.4 In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than sixty (60) days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.5 Only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution or allotment of any rights, or to exercise such

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rights in respect of any such change, conversion or exchange of stock, or to participate in such action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any record date so fixed.

ARTICLE VII

GENERAL PROVISIONS

CHECKS

7.1 All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

7.2 The fiscal year of the Corporation shall be the calendar year unless otherwise fixed by resolution of the Board of Directors.

SEAL

7.3 The Board of Directors may adopt a corporate seal having inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

7.4 Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or an officer of the Corporation or, while an officer of director of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent of any other Corporation or of a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to any employee benefit plan (“Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all cost, expense, liability and loss (including, without limitation, reasonable attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) actually and reasonably incurred by such Indemnitee in connection therewith; provided, however, that except as provided in Section 7.6 with respect to Proceedings seeking to enforce rights to indemnification or advancement of expenses, the Corporation shall indemnify any such Indemnitee seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized in the specific case by the Board of Directors.

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7.5 The right to indemnification conferred in Section 7.4 shall, to the fullest extent permitted by applicable law, include the right to be paid by the Corporation the expenses (including reasonable attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (“Advancement of Expenses”); provided, however, that, if the DGCL requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (“Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (“Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under Section 7.4, this Section 7.5 or otherwise. No director or officer shall be required to post any bond or provide any other security for any such repayment Undertaking.

7.6 If a claim under Section 7.4 (following the final disposition of such proceeding) or Section 7.5 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right of an Advancement of Expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a Final Adjudication that the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VII or otherwise shall be on the Corporation.

7.7 The right to indemnification and the Advancement of Expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

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7.8 The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, fiduciary or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any cost, expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

7.9 The Corporation may, to the extent and in the manner permitted by applicable law and to the extent authorized from time to time by the Board of Directors (as deemed appropriate and desirable by the Board of Directors in its sole discretion), grant rights to indemnification, and rights to the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.

7.10 The rights to indemnification and to the Advancement of Expenses conferred in Section 7.4 and Section 7.5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

7.11 The Corporation acknowledges that (i) certain persons employed by, otherwise affiliated with, or appointed by, a stockholder of the Corporation or any of its affiliates or any funds managed or advised by such stockholder or its affiliates may serve on the Board of Directors, or, at the request of the Corporation, on the board of directors or other governing body of another entity, and (ii) such directors may be entitled to, or may be provided, indemnification by such stockholder or its affiliates for certain cost, expenses, liabilities and losses for which such directors may also be entitled to seek indemnification from the Corporation pursuant to these Bylaws, pursuant to Section 145 of the DGCL or pursuant to indemnification agreements or other agreements between the Corporation and such directors (the “Company Indemnified Expenses”). The Corporation acknowledges and agrees that, as between the Corporation and its subsidiaries, on the one hand, and such stockholder and its affiliates (other than the Corporation and its subsidiaries), on the other hand, the Corporation shall be primarily liable to such directors with respect to any Company Indemnified Expenses and any liability of such stockholder or its affiliates to such directors shall be secondary liability. In recognition of the primary liability of the Corporation, the Corporation agrees that, in the event that such stockholder or any of its affiliates pays any Company Indemnified Expenses to or on behalf of any such director, reimburses any such director for any Company Indemnified Expenses paid by such director or advances amounts to any such director (including by way of any loan) for the payment of Company Indemnified Expenses, then (i) the Corporation shall pay to such stockholder any amounts so paid, reimbursed or advanced, to the extent that any such director would have been entitled to indemnification of such Company Indemnified Expenses and (ii) such stockholder shall be subrogated to all of the rights of such director with respect to any claim that the such director could have brought against the Corporation or any subsidiary with respect to any Company Indemnified Expenses that have been paid, reimbursed or advanced to or on behalf of such director. All such payments to such stockholder shall be made within five (5) business days of the receipt by the Corporation of written notice from such stockholder of such payment,

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reimbursement or advance, accompanied by documentation showing, in reasonable detail, the Company Indemnified Expenses so paid, reimbursed or advanced by such stockholder or any of its affiliates. The Company shall also reimburse such stockholder and its affiliates for all expenses, including reasonable legal expenses, incurred in enforcing this Section 7.11 to the extent it shall ultimately be determined by Final Adjudication that such stockholder and such affiliates were entitled to payments under this Section 7.11.

RELIANCE UPON BOOKS, REPORTS AND RECORDS

7.12 Each director, each member of any committee designated by the Board of Directors and each officer of the Corporation shall, in the performance of his/her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or documents presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

AUDITS

7.13 The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be done annually.

ELECTRONIC TRANSMISSION

7.14 As used throughout these Bylaws, the term “electronic transmission” includes any communication that complies with the terms of Section 232 of the DGCL.

ARTICLE VIII

AMENDMENTS

8.1 These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting.

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EX-3.6

Exhibit 3.6

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS FILED 01:00 PM 11/17/1997 971391499 - 2822045

CERTIFICATE OF FORMATION

OF

KERR-McGEE CHEMICAL LLC

1. The name of the limited liability company is Kerr-McGee Chemical LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The existence of the company will be perpetual.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Kerr-McGee Chemical LLC this 13^th day of November, 1997.

KERR-McGEE CORPORATION
/s/ Russell G. Horner, Jr.
By:	Russell G. Horner, Jr.
Senior Vice President, Secretary and General Counsel

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS FILED 02:00 PM 12/29/1997 971452163 - 2822045

CERTIFICATE OF MERGER

OF

KERR-McGEE CHEMICAL CORPORATION

a Delaware Corporation

INTO

KERR-MCGEE CHEMICAL LLC

a Delaware Limited Liability Company

Pursuant to Section 264 of the

Delaware General Corporation Law

and Section 18-209 of the

Delaware Limited Liability Company Act

KERR-McGEE CHEMICAL CORPORATION, a corporation organized under the laws of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent entities are as follows:

Name	State of Incorporation
Kerr-McGee Chemical Corporation	Delaware
Kerr-McGee Chemical LLC	Delaware

SECOND: That an Agreement and Plan of Merger among the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the requirements of Section 264(c) of the General Corporation Law of the State of Delaware and Section 18-209(b) of the Limited Liability Company Act of the State of Delaware.

THIRD: That the name of the surviving domestic limited liability company of the merger is Kerr-McGee Chemical LLC.

FOURTH: That this Certificate of Merger shall be effective as of 8:00 a.m. on January 1, 1998.

FIFTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving domestic limited liability company at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102.

SIXTH: That a copy of the Agreement and Plan of Merger will be furnished by the surviving domestic limited liability company, on request and without cost, to any stockholder of any constituent corporation or any member of any constituent limited liability company.

- 1 -

DATED: December 29, 1997

ATTEST:		KERR-McGEE CHEMICAL CORPORATION
By:	/s/ Don Hager	By:	/s/ Luke R. Corbett
	Don Hager		Luke R. Corbett
	Assistant Secretary		Chairman of the Board and
			Chief Executive Officer
ATTEST:		KERR-McGEE CHEMICAL LLC
By:	/s/ Don Hager	By:	/s/ Luke R. Corbett
	Don Hager		Luke R. Corbett
	Assistant Secretary		Chairman of the Board and
			Chief Executive Officer

Page 2 of Certificate Of Merger

- 2 -

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:39 PM 09/15/2005

FILED 11:47 AM 09/15/2005

SRV 050756031 - 2822045 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company: Kerr-McGee Chemical LLC
2.	The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is Tronox LLC
	IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14th -day of September, A.D. 2005.

By:	/s/ John F. Reichenberger
	Authorized Person(s)

Name:	John F. Reichenberger, V.P. & Asst. Secretary
	Print or Type of Tronox Worldwide LLC, Member

EX-3.7

Exhibit 3.7

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

FOR

KERR-McGEE CHEMICAL LLC

A DELAWARE LIMITED LIABILITY COMPANY

FORMED NOVEMBER 17, 1997

This LIMITED LIABILITY COMPANY AGREEMENT of KERR-McGEE CHEMICAL LLC (the “Company”), is made and entered into as of the Effective Date, between the Company and Kerr-McGee Chemical Worldwide LLC, the Company’s sole Member.

Article I

Definitions

1.1 Definitions. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

(a) “Act” shall mean the Delaware Limited Liability Company Act at Delaware Code Annotated § 18-101 et seq.

(b) “Agreement” shall mean this Limited Liability Company Agreement as originally executed and as amended from time to time.

(c) “Capital Contribution” means the cash, cash equivalents or the agreed fair market value of property which a Member contributes to the Company for Shares or as a contribution to capital, net of any liabilities secured by such contributed property or which the Company assumes or subject to which the Company takes the property. Capital contributions shall not include obligations to make contributions at a future date, until such contributions are actually made.

(d) “Certificate of Formation” shall mean the certificate of formation of Kerr-McGee Chemical LLC as filed with the Secretary of State of Delaware pursuant to the Act and as may be amended from time to time.

(e) “Company” shall refer to Kerr-McGee Chemical LLC.

(f) “Effective Date” shall be December 20, 2004.

(g) “Managers” shall mean the individuals designated as Managers in this Agreement or elected or designated as provided in this Agreement. References to the Manager in the singular or as him, her, it, itself, or other like references shall also, where the context so requires, be deemed to include the plural or the masculine or feminine reference, as the case may be.

(h) “Member” shall mean a Person who owns Shares and executes a counterpart of this Agreement as a Member and each Person who is hereafter admitted as a Member.

(i) “Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits.

(j) “Officer” shall mean the individuals designated as elected or designated as officers as provided in this Agreement.

(k) “Transfer” shall mean any transfer of Shares by sale, exchange, gift, inheritance, operation of law or other transfer.

(l) “Transferee” shall mean any Person who acquires Shares from a Person other than the Company.

(m) “Share” refers to the membership interest of a Member, including the Member’s rights to participate in the profits and distributions of the Company and to participate in management, and all other rights and obligations conferred under this Agreement or the Act.

Article II

Formation Of Company

2.1 Formation. The Member executing this Agreement forms a Delaware Limited Liability Company pursuant to the Act as of the Effective Date. The Managers shall execute and file on behalf of the Company such amendments of the certificate of formation, and such trade name affidavits, additional instruments and amendments thereto, as may from time to time be necessary or appropriate to carry out this Agreement and enable the Company to conduct its business in accordance with applicable laws.

2.2 Name. The name of the company is Kerr-McGee Chemical LLC.

2.3 Places of Business. The Company may locate its places of business at any place or places as the Company may from time to time deem advisable.

2.4 Registered Office and Registered Agent. The Company’s initial registered office and registered agent at that address shall be as set forth in the Certificate of Formation. The registered office and registered agent may be changed from time to time by filing the address of the new registered agent with the Delaware Secretary of State pursuant to the Act and by giving notice to each of the Members in the manner provided in this Agreement.

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2.5 Term. The term of the Company shall be perpetual. The Company shall continue until the Company is dissolved in accordance with either the provisions of this Agreement or the Act.

Article III

Purposes

3.1 The purpose of the Company shall be to engage in any lawful activity or business permitted by the Act.

Article IV

Names And Addresses Of Members

4.1 The name and address of the Member shall be as set forth in Exhibit A attached hereto, which shall be amended to reflect changes in the Member’s name, address, Capital Contribution or number of Shares and the addition of, or transfer of Shares to, new Members admitted to the Company.

Article V

Management Of The Company

5.1 Management. The business and affairs of the Company shall be managed by its Managers. The Managers shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business to the extent provided or limited by this Agreement.

5.2 Number, Tenure and Qualifications of Managers. The Company shall initially have four Managers. The number of Managers of the Company shall be fixed from time to time by the affirmative vote of Members owning a majority interest, but in no instance shall there be less than three Managers. Each Manager shall hold office until the Manager is removed or resigns. Managers shall be appointed by the affirmative vote of a Member owning a majority interest. Managers need not be Members. Except where a specific number of Managers is set forth, all actions of the Managers shall be taken by the consent or affirmative vote of a majority of the Managers, with or without a meeting.

5.3 Liability for Certain Acts. No Manager shall be liable to the Company or the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

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5.4 Indemnity of the Managers, Officers and Employees. The Company shall indemnify the Managers, officers, employees of the Company, and make advances for expenses to the maximum extent permitted under the Act, if the Indemnitee has met the standard of conduct necessary under Delaware Law to permit such indemnity. With respect to the indemnification of a person who is a manager or an officer of the Company at the time the indemnification is sought, the determination of whether the Indemnitee has met the standard of conduct required to permit indemnification shall be made by (i) the majority vote of the members of the Board of Managers of the Company, or (ii) independent legal counsel engaged by the Board of Managers for such purpose. With respect to the indemnification of a person who is not a manager or officer of the Company at the time indemnification is sought, the determination of whether the Indemnitee has met the standard of conduct required to permit indemnification shall be made by the President or his designee.

5.5 Cessation as Manager. The Member may remove any Manager from any or all offices held by him at any time and with or without cause regardless of whether the Manager’s successor has been appointed and has qualified. A Manager may resign at any time from any or all offices held by him by giving written notice to the Member of the Company. The resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Article VI

Officers Of The Company

6.1 Officers.

(a) The Managers may appoint officers of the Company, who shall hold the offices specified for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managers; and each officer of the Company shall hold office until his successor is chosen and qualified or until his earlier resignation or removal. Any officer may be removed at any time by the Managers. Any vacancy occurring in any office of the Company may be filled by the Managers.

(b) The officers may include a Chairman, one or more Vice Chairmen, a President, one or more Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, respectively, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and a Controller. The Chairman and the President may be the same person. A Vice Chairman and the President or any Vice President may be the same person. The Secretary and Treasurer may be the same person; an Assistant Secretary and Assistant Treasurer may be the same person; and any Vice President may hold at the same time the office of Secretary, Assistant Secretary, Treasurer, or Assistant Treasurer.

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Article VII

Chairman

7.1 The Chairman shall be the Chief Executive Officer of the Company. He shall preside at all meetings of Members or Managers. He shall be a member, ex officio, of all committees, shall have general and active management of the business of the Company, and shall see that all orders and resolutions of the Managers and of the committees thereof are carried into effect.

7.2 The Chairman shall have authority, which he may delegate, to execute certificates of stock, bonds, deeds, powers of attorney, mortgages and other contracts, unless required by law to be otherwise signed and executed and unless the signing and execution thereof shall be expressly delegated by the Managers to some other officer or agent of the Company.

Article VIII

Vice Chairmen

8.1 In the absence of the Chairman, a Vice Chairman shall be the Chief Executive Officer of the Company and preside at meetings of Members and of Managers. The Vice Chairmen shall advise and counsel with the Chairman and with other officers of the Company, and each shall do and perform such other duties as may from time to time be assigned to him by the Managers, and as he may undertake at the request of the Chairman.

8.2 Any Vice Chairman, to the extent delegated by the Chairman, may execute certificates of stock, bonds, deeds, mortgages and other contracts, unless otherwise required by law to be otherwise signed and executed and unless the signing and execution thereof be expressly delegated by the Managers to some other officer or agent of the Company.

Article IX

President

9.1 The President, in the absence of the Chairman or Vice Chairmen, shall be the Chief Executive Officer of the Company. In the absence of the Chairman, and the Vice Chairmen, the President shall preside at all meetings of the Managers and of Members and shall have general and active management of the business of the Company.

9.2 The President, to the extent delegated by the Chairman, may execute certificates of stock, bonds, deeds, mortgages and other contracts, unless otherwise required by law to be otherwise signed and executed and unless the signing and execution thereof be expressly delegated by the Managers to some other officer or agent of the Company.

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Article X

Vice Presidents

10.1 There may be one or more Executive Vice Presidents, one or more Senior Vice Presidents, and such other Vice Presidents, with or without other such special designations, as may be elected by the Managers from time to time.

10.2 The Executive Vice Presidents and each of the Vice Presidents shall have the power and authority to sign certificates of stock, bonds, deeds, mortgages and other contracts, and perform such duties and exercise such powers as the Chairman shall prescribe. Instruments executed in the name of, or on behalf of, the Company by any Vice President in conformity with his said duties and powers shall be as valid as if executed by the Chairman.

Article XI

Secretary

11.1 The Secretary shall attend all sessions of the Managers and all meetings of the Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for all committees of the Managers when required. He shall give, or cause to be given, all required notices of all meetings of the Members and of the Managers, and shall perform such other duties as may be prescribed by the Managers and the Chairman, under whose supervision he shall be.

11.2 The Assistant Secretaries in the absence or disability of the Secretary shall perform and exercise the powers of the Secretary and shall perform such further duties as may be prescribed by the Secretary or the Chairman.

Article XII

Treasurer

12.1 The Treasurer shall have the custody of the company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Managers or by the Chairman.

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12.2 The Treasurer shall:

(a) Endorse or cause to be endorsed in the name of the Company for collection the bills, notes, checks or other negotiable instruments received by the Company.

(b) Sign or cause to be signed all bills, notes, checks or other negotiable instruments issued by the Company; and

(c) Pay out or cause to be paid out money, as the Company may require, taking proper vouchers therefor; provided, however, that the Managers may by resolution delegate, with or without power to re-delegate, any and all of the foregoing duties of the Treasurer to other officers, employees or agents of the Company, and to provide that other officers, employees and agents shall have power to sign bills, notes, checks, vouchers, orders, or other instruments on behalf of the Company.

(d) Render to the Chairman and to the Managers, whenever they may require it, an account of his transactions as Treasurer.

12.3 The Treasurer shall give the Company a bond if required by the Managers in a sum, and with one or more sureties satisfactory to the Managers, for the faithful performance of the duties of his office and for the restoration of the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company.

12.4 The Assistant Treasurers in the absence or disability of the Treasurer shall perform and exercise the powers of the Treasurer and shall perform such further duties as may be prescribed by the Treasurer or by the Chairman.

Article XIII

Controller

13.1 The Controller shall have charge of the Company’s books of account, records and auditing, and shall be subject in all matters to the control of the Chairman and the Managers.

Article XIV

Right To Rely On The Managers

14.1 Right to Rely on the Managers and Other Officers. Any Person dealing with the Company may rely (without duty of further inquiry) upon a certificate signed by the Secretary or Assistant Secretary as to:

(a) The identity of any Manager or other officer;

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(b) The existence or nonexistence of any fact or facts which constitute a condition precedent to acts on behalf of the Company by a Manager or which are in any other manner germane to the affairs of the Company;

(c) The Persons who are authorized to execute and deliver any instrument or document of the Company; or

(d) Any act or failure to act by the Company or any other matter whatsoever involving the Company or any Member.

14.2 Compensation and Reimbursement of Expences. The Member shall determine the compensation, if any, to be paid the Chairman, and the Chairman shall determine, the compensation, if any, to the paid the other Managers. The Company shall reimburse each Manager for reasonable expenses incurred for the Company.

Article XV

Rights And Obligations Of Members

15.1 Liability of Member.

(a) Liability to Company. The Member will have no liability to the Company for any loss suffered by the Company that arises out of any action or inaction of the Member.

(b) Liability to Third Parties. The Member will have no liability for any Company obligations, expense, or liability, except, and only to the extent that, the Member has failed to pay the Capital Contribution it contracted to pay. The Member will not, without its written consent, be required to make any Capital Contribution beyond the Capital Contribution described in Exhibit A.

15.2 Indemnification. The Company shall indemnify the Member, its directors, officers and employees, and make advances for expenses to the maximum extent permitted under the Act, if the Indemnitee has met the standard of conduct necessary under Delaware Law to permit such indemnity. The determination of whether the Indemnitee has met the standard of conduct required to permit indemnification shall be made by (i) the majority vote of the Members of the Board of Managers of the Company, or (ii) independent legal counsel engaged by the Board of Managers for such purpose.

15.3 Dealing With the Company. The Member may deal with the Company by providing or receiving property and services to or from it, and may receive from others or the Company normal payments, profits, compensation or other income or reimbursements incident to such dealings.

15.4 Loans. The Member may, but is not obligated to, make loans to the Company to cover the Company’s cash requirements. The terms of such loans, including the rate of interest and maturity, shall be determined by the Chairman or another Manager.

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15.5 Admission of Additional Members. No additional Member may be admitted without the prior written consent of the Member.

Article XVI

Contributions To The Company

16.1 Member’s Capital Contributions. Concurrently with the execution of this Agreement, the Member shall contribute to the Company the appropriate amount as set forth in Exhibit A attached hereto.

16.2 Additional Contributions. The Member may make additional contributions to the Company as determined by it in its sole discretion.

Article XVII

Shares

17.1 Classes of Shares. The Company shall have one share class. Each Share shall have equal rights and preferences in the assets of the Company. The Shares of the Company may be evidenced by certificates signed by the Chairman, Vice Chairman or President and attested by the Secretary or Assistant Secretary.

17.2 Distributions. The Chairman shall distribute, or cause to be distributed, the cash received from Company’s operations; provided that no distribution shall be made if, in the Chairman’s judgment, (i) the Company would not be able to pay its debts as they become due in the ordinary course of business, (ii) the fair value of the total assets of the Company would not at least equal its total liabilities, or (iii) the distribution would be otherwise prohibited under the Act.

17.3 Accounting Period. The Company’s accounting period shall be the calendar year.

17.4 Records, Audits and Reports. The Managers shall maintain and preserve, or cause to be maintained and preserved, for appropriate periods of time, all accounts, books, and other relevant Company documents at the expense of the Company. At a minimum the Company shall keep at its principal place of business the following records:

(a) A current list of the full name and last known business, residence, or mailing address of each past and present Member;

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`(b) A copy of the certificate of formation of the Company and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

(c) Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the four most recent years;

(d) Copies of the Company’s currently effective Agreement, copies of any writings permitted or required with respect to a Member’s obligation to contribute cash, property or services, and copies of any financial statements of the Company for the three most recent years;

(e) Minutes of every annual, special meeting and court-ordered meeting; and

(f) Any written consents of the Member for formal actions taken by it.

Article XVIII

Dissolution And Termination

18.1 Dissolution. The Company shall be dissolved by the Member.

18.2 Winding Up, Liquidation and Distribution of Assets.

(a) Upon dissolution, the Managers shall immediately proceed to wind up the affairs of the Company.

(b) Upon the winding up of the Company, the assets shall be distributed as follows:

(i) First, to creditors, including the Member and Managers who are creditors, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under Sections 18-601 or 18-604 of the Act; and

(ii) Then, to the Member.

18.3 Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be prepared, executed and filed in accordance with the Act.

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Article XVIX

Miscellaneous Provisions

19.1 Accounting Principles. The profits and losses of the Company, as determined in accordance with generally accepted accounting principles applied on a consistent basis using the accrual method of accounting, shall be allocated to the Member. It is intended that the Company will elect those accounting methods which provide the Company with the greatest tax benefits.

19.2 Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the Member or the Company, as appropriate, as set forth below. Except as otherwise provided herein, any such notice shall be deemed to be given three business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid.

Member’s Address	Kerr-McGee Chemical Worldwide LLC
	123 Robert S. Kerr Avenue Oklahoma City, OK 73102
Company’s Address	Kerr-McGee Chemical LLC
	P. O. Box 25861 Oklahoma City, OK 73125

19.3 Application of Delaware Law. This Agreement and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware and specifically the Act.

19.4 Confidentiality. Except as contemplated hereby or required by a court of competent authority, the Member and each Manager, officer, employee or agent shall keep confidential and shall not disclose to any third party and shall use its reasonable efforts to prevent its affiliates, employees, agents, and representatives from disclosing to third parties without the prior written consent of a Manager any information that:

(a) Pertains to this Agreement, any negotiations pertaining thereto, any of the transactions contemplated hereby, or the business of the Company; or

(b) Pertains to non-public or proprietary information of any Member or the Company or which any Member has labeled in writing as confidential or proprietary; provided that any Member may disclose such information of its affiliates, employees, agents, and representatives.

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19.5 Amendments. This Agreement may not be amended except by the Member.

19.6 Waivers. The failure of any party to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act which would have originally constituted a violation, from having the effect of an original violation.

19.7 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

19.8 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

19.9 Successors and Assigns. Each and all of the covenants, terms provisions and Agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective successors and assigns.

19.10 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by any creditors of the Company.

19.11 Counterparts. Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

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CERTIFICATE

The undersigned hereby agree, acknowledge and certify that the foregoing Agreement, consisting of thirteen (13) pages and attached Exhibit, constitutes the Agreement of Kerr-McGee Chemical LLC, adopted by the Member and the Company as of the effective date.

COMPANY:	KERR-McGEE CHEMICAL LLC
	By:	/s/ Thomas W. Adams
		Thomas W. Adams Manager
MEMBER:	KERR-MCGEE CHEMICAL WORLDWIDE LLC
	By:	/s/ John F. Reichenberger
		John F. Reichenberger
		Vice President

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EXHIBIT A

Member	Initial Capital Contribution		Initial Shares
Kerr-McGee Chemical     Worldwide LLC P. O. Box 25861 Oklahoma City, OK 73125	$	1,000.00		1,000

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EX-3.8

Exhibit 3.8

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:03 PM 12/28/2011

FILED 12:57 PM 12/28/2011

SRV 111344406 - 5087251 FILE

CERTIFICATE OF INCORPORATION

OF

TRONOX US HOLDINGS INC.

ARTICLE ONE

The name of the corporation is Tronox US Holdings Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE FOUR

The total number of shares which the Corporation shall have the authority to issue is one thousand (1,000) shares, all of which shall be shares of Common Stock, with a par value of one cent ($0.01) per share.

ARTICLE FIVE

The name and mailing address of the incorporator is as follows:

Name	Address
Tronox Global Holdings Pty Ltd.	3301 NW 150th Street
	Oklahoma City, OK 73134

ARTICLE SIX

The directors shall have the power to adopt, amend or repeal Bylaws, except as may be otherwise be provided in the Bylaws.

ARTICLE SEVEN

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

ARTICLE EIGHT

The Corporation hereby eliminates, to the fullest extent permitted by law the personal liability of any person who serves as a director of the Corporation to the Corporation and/or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that if in the future the DGCL is amended or modified (including, but not limited to, Section 102(b)(7)) to permit the elimination of the personal liability of a director of the Corporation to a greater extent than contemplated above, then the provisions of this Article Eight shall be deemed to be automatically amended to provide for the elimination of the personal liability of the directors of the Corporation to such greater extent. This Article Eight shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when this Article Eight becomes effective.

ARTICLE NINE

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, manager, officer, employee, fiduciary or agent of another Corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (each, an “Indemnified Person”), whether the basis of such Proceeding is alleged action in an official capacity as a director or officer of the Corporation or in any other capacity while serving at the request of the Corporation as a director, manager, officer, employee, fiduciary or agent of another Corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to any employee benefit plan, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCL against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such Indemnified Person in connection with such Proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article Nine, the Corporation shall indemnify any Indemnified Person seeking indemnification in connection with a Proceeding initiated by such person only if such Proceeding was authorized by the board of directors. The Corporation may, by action of the board of directors, provide indemnification to employees, fiduciaries and agents of the Corporation with the same scope and effect as the foregoing indemnification of Indemnified Parties.

Section 2. Procedure for Indemnification of Indemnified Persons. Any indemnification of an Indemnified Person under Section 1 of this Article Nine or advance of expenses under Section 5 of this Article Nine shall be made promptly, and in any event within 30 days, upon the written request of such Indemnified Person. If a determination by the Corporation that such Indemnified Person is entitled to indemnification pursuant to this Article Nine is required, and the Corporation fails to respond within 60 days to a written request for indemnity, then the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, then the right to

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indemnification or advances as granted by this Article Nine shall be enforceable by such Indemnified Person in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including the board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the board of directors, independent legal counsel or the Corporation’s stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Nonexclusivity of Article Nine. The rights to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article Nine shall not be exclusive of any other right which any Indemnified Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 4. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of fiduciary or agent of the one or more of the Indemnified Persons against any liability asserted against him or her and incurred by him or her in the capacity as a director or officer of the Corporation or, at the request of the Corporation, as a director, manager, officer, employee, fiduciary or agent of another Corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, whether or not the Corporation would have the power to indemnify such person against such liability under this Article Nine.

Section 5. Expenses. Expenses incurred by any Indemnified Person in defending a Proceeding or enforcing such Indemnified Person’s rights to indemnification or advancement of expenses under this Article Nine shall be paid by the Corporation in advance of such Proceeding’s final disposition upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Corporation. Such expenses incurred by employees, fiduciaries and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees. Fiduciaries and Agents. Persons who are not Indemnified Persons and who are or were employees or agents of the Corporation may be indemnified to the extent authorized at any time or from time to time by the board of directors.

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Section 7. Contract Rights. The provisions of this Article Nine shall be deemed to be a contract right between the Corporation and each Indemnified Person who serves in the capacity as a director or officer of the Corporation or, at the request of the Corporation, as a director, manager, officer, employee, fiduciary or agent of another Corporation or of a partnership, limited liability company, joint venture, trust or other enterprise at any time while this Article Nine and the relevant provisions of the DGCL or other applicable law are in effect, and any repeal or modification of this Article Nine or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article Nine, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, officers, employees, fiduciaries or agents, so that any person who is or was a director, manager, officer, employee, fiduciary or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporations, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article Nine with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE TEN

The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

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I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 28th day of December, 2011.

Tronox Global Holdings Pty Ltd., Sole Incorporator
By:	/s/ Michael J. Foster
By:	Michael J. Foster
Title:	Director / Authorized Signatory

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EX-3.9

Exhibit 3.9

Effective: March 7,2012

AMENDED AND RESTATED BYLAWS

OF

TRONOX US HOLDINGS INC.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s capital stock.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. Except as otherwise provided by applicable law or by the certificate of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article II, until a quorum shall be present or represented.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

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Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section 11 shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this Section 11, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the board shall initially be one (1). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Subject to the provision of Section 2 of this Article III, any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Subject to the provisions of Section 2 of this Article III, any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at any annual meeting or by a special meeting of the stockholders called for that purpose.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than these bylaws immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of any director, the president or vice president on at least eight (8) hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

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Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these bylaws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

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Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board of directors or such committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a chief executive officer, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, and disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by a majority of the members of the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or stockholders. The Chairman of the Board shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. He shall advise the president, and in the president’s absence, other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

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Section 7. The Chief Executive Officer. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the chief executive officer shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 8. President; Vice Presidents. The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all of the restrictions of the chief executive officer. The president shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. The vice president, if any, or if there shall be more than one, the vice presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these bylaws or by law; shall have such powers and perform such duties as the board of directors, the president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these bylaws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the

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board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, manager, officer, employee, fiduciary or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (each, an “Indemnified Person”), whether the basis of such Proceeding is alleged action in an official capacity as a director or officer of the corporation or in any other capacity while serving at the request of the corporation as a director, manager, officer, employee, fiduciary or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to any employee benefit plan, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such Indemnified Person in connection with such Proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article V, the corporation shall indemnify any Indemnified Person seeking indemnification in connection with a Proceeding initiated by such person only if such Proceeding was authorized by the board of directors. The corporation may, by action of the board of directors, provide indemnification to employees, fiduciaries and agents of the corporation with the same scope and effect as the foregoing indemnification of Indemnified Parties.

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Section 2. Procedure for Indemnification of Indemnified Persons. Any indemnification of an Indemnified Person under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of such Indemnified Person. If a determination by the corporation that such Indemnified Person is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within 60 days to a written request for indemnity, then the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, then the right to indemnification or advances as granted by this Article V shall be enforceable by such Indemnified Person in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including the board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including the board of directors, independent legal counsel or the corporation’s stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Nonexclusivity of Article V. The rights to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any Indemnified Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of fiduciary or agent of the one or more of the Indemnified Persons against any liability asserted against him or her and incurred by him or her in the capacity as a director or officer of the corporation or, at the request of the corporation, as a director, manager, officer, employee, fiduciary or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any Indemnified Person in defending a Proceeding or enforcing such Indemnified Person’s rights to indemnification or advancement of expenses under this Article V shall be paid by the corporation in advance of such Proceeding’s final disposition upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the corporation. Such expenses incurred by employees, fiduciaries and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

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Section 6. Employees, Fiduciaries and Agents. Persons who are not Indemnified Persons and who are or were employees or agents of the corporation may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each Indemnified Person who serves in the capacity as a director or officer of the corporation or, at the request of the corporation, as a director, manager, officer, employee, fiduciary or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, officers, employees, fiduciaries or agents, so that any person who is or was a director, manager, officer, employee, fiduciary or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporations, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. The shares of the Corporation shall be represented by a certificate or shall be uncertificated. Certificates of stock in the Corporation, if any, shall be signed by or in the name of the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.

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Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books.

Section 3. Replacement. In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation may be issued upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe. The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.

Section 4. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 5. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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Section 6. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the applicable subscription agreement, subscriptions for securities of the corporation shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all corporation securities of the same class or as to all such securities of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to and in accordance with applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the board of directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the board of directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the board of directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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ARTICLE VIII

AMENDMENTS

These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.10

Exhibit 3.10

Constitution of Tronox

Australia Holdings Pty

Limited

ACN

Blake Dawson

Level 26

181 William Street

Melbourne VIC 3000

Australia

T 61 3 9679 3000

F 61 3 9679 3111

Reference

MMCD 03 2031 2954

^©Blake Dawson 2011

Blake Dawson

Contents

1.	PRELIMINARY		1
	1.1	Proprietary company	1
	1.2	Replaceable rules	1
	1.3	Definitions	1
	1.4	Interpretation of this document	2
	1.5	Single Director Company	3
2.	DIRECTORS		3
	2.1	Number of Directors	3
	2.2	Appointment of Directors	3
	2.3	No share qualification	4
	2.4	Cessation of Director’s appointment	4
	2.5	Removal from office	4
	2.6	Too few Directors	4
	2.7	Vacation of office by Sole Director	4
3.	ALTERNATES		5
	3.1	Appointment of Alternate	5
	3.2	Notice of Board meetings	5
	3.3	Obligations and entitlements of Alternates	5
	3.4	Termination of appointment	5
	3.5	Appointments and revocations in writing	5
4.	POWERS OF THE BOARD		6
	4.1	Powers generally	6
	4.2	Exercise of powers	6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
	6.1	Appointment and power of Managing Director	6
	6.2	Termination of appointment of Managing Director	6
7.	DELEGATION OF BOARD POWERS		7
	7.1	Power to delegate	7
	7.2	Power to revoke delegation	7
	7.3	Terms of delegation	7
	7.4	Proceedings of committees	7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
	8.1	Compliance with duties under the Act and general law	7
	8.2	Director can hold other offices etc	7
	8.3	Disclosure of interests	7
	8.4	Director interested in a matter	8
	8.5	Agreements with third parties	8
	8.6	Directors acting in the best interests of the holding company	8

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9.	DIRECTORS’ REMUNERATION		8
	9.1	Remuneration of Executive Directors	8
	9.2	Remuneration of non-executive Directors	8
	9.3	Additional Remuneration for extra services	9
	9.4	Expenses of Directors	9
	9.5	Subsidiaries of Listed Corporations	9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
	10.1	Indemnity	9
	10.2	Insurance	10
	10.3	Former officers	10
	10.4	Deeds	10
11.	BOARD MEETINGS		10
	11.1	Convening Board meetings	10
	11.2	Notice of Board meeting	10
	11.3	Use of technology	10
	11.4	Chairing Board meetings	10
	11.5	Quorum	11
	11.6	Majority decisions	11
	11.7	Procedural rules	11
	11.8	Written resolution	11
	11.9	Additional provisions concerning written resolutions	11
	11.10	Valid proceedings	11
	11.11	Single Director Company	12
12.	MEETINGS OF MEMBERS		12
	12.1	Calling meetings of Members	12
	12.2	Notice of meeting	12
	12.3	Short notice	12
	12.4	Postponement or cancellation	12
	12.5	Fresh notice	12
	12.6	Notice to joint holders of shares	12
	12.7	Technology	13
	12.8	Accidental omission	13
	12.9	Class meetings	13
13.	PROCEEDINGS AT MEETINGS OF MEMBERS		13
	13.1	Member present at meeting	13
	13.2	Quorum	13
	13.3	Quorum not present	13
	13.4	Chairing meetings of Members	13
	13.5	Attendance by auditor and Directors	14
	13.6	Members rights suspended while call unpaid	14
	13.7	Adjournment	14
	13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES		14
	14.1	Appointment of proxies	14
	14.2	Member’s attorney	14
	14.3	Deposit of proxy appointment forms and powers of attorney	14
	14.4	Corporate representatives	15
	14.5	Appointment for particular meeting, standing appointment and revocation	15
	14.6	Position of proxy or attorney if Member present	15
	14.7	Priority of conflicting appointments of attorney or representative	15
	14.8	More than two current proxy appointments	15
	14.9	Continuing authority	15

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15.	ENTITLEMENT TO VOTE		16
	15.1	Number of votes	16
	15.2	Votes of joint holders	16
	15.3	Voting restrictions	16
	15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT		17
	16.1	Method of voting	17
	16.2	Demand for a poll	17
	16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS		17
	17.1	Written resolutions	17
	17.2	Signature of resolutions	18
18.	SECRETARY		18
	18.1	Appointment of Secretary	18
	18.2	Terms and conditions of office	18
	18.3	Cessation of Secretary’s appointment	18
	18.4	Removal from office	18
19.	MINUTES		18
	19.1	Minutes must be kept	18
	19.2	Minutes as evidence	19
	19.3	Inspection of minute books	19
20.	COMPANY SEALS		19
	20.1	Common seal	19
	20.2	Use of seals	19
	20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT		19
	21.1	Company to keep financial records	19
	21.2	Financial reporting	20
	21.3	Audit	20
	21.4	Inspection of financial records and books	20
22.	SHARES		20
	22.1	Issue at discretion of Board	20
	22.2	Preference and redeemable preference shares	20
	22.3	Brokerage and commissions	20
	22.4	Surrender of shares	20
23.	CERTIFICATES		21
	23.1	Issue of share certificate	21
	23.2	Multiple certificates and joint holders	21
	23.3	Lost and worn out certificates	21

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24.	REGISTER		21
	24.1	Joint holders	21
	24.2	Nominee holders	21
	24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES		22
	25.1	Fixed instalments	22
	25.2	Prepayment of calls	22
	25.3	Calls made by Board	22
	25.4	Classes of shares	22
	25.5	Obligation to pay calls	22
	25.6	Called Amounts	23
	25.7	Proof of call	23
	25.8	Forfeiture notice	23
	25.9	Forfeiture	23
	25.10	Disposal and reissue of forfeited shares	23
	25.11	Notice of forfeiture	24
	25.12	Cancellation of forfeiture	24
	25.13	Effect of forfeiture	24
	25.14	Application of proceeds	24
26.	COMPANY LIENS		24
	26.1	Existence of liens	24
	26.2	Sale under lien	24
	26.3	Indemnity for payments required to be made by the Company	25
27.	DIVIDENDS		25
	27.1	Accumulation of reserves	25
	27.2	Payment of dividends	25
	27.3	Amount of dividend	26
	27.4	Prepayments and payments during dividend period	26
	27.5	Dividends in kind	26
	27.6	Payment of dividend by way of securities in another corporation	26
	27.7	Method of payment	26
	27.8	Joint holders’ receipt	27
	27.9	Retention of dividends by Company	27
	27.10	No interest on dividends	27
28.	TRANSFER OF SHARES		27
	28.1	Instrument of transfer	27
	28.2	Delivery of transfer and certificate	27
	28.3	Refusal to register transfer	27
	28.4	Transferor remains holder until transfer registered	28
	28.5	Powers of attorney	28
29.	TRANSMISSION OF SHARES		28
	29.1	Death of joint holder	28
	29.2	Death of single holder	28
	29.3	Transmission of shares on insolvency or mental incapacity	28
	29.4	Refusal to register holder	29

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30.	SHARE CAPITAL		29
	30.1	Capitalisation of profits	29
	30.2	Adjustment of capitalised amounts	29
	30.3	Conversion of shares	29
	30.4	Reduction of capital	29
	30.5	Payments in kind	30
	30.6	Payment in kind by way of securities in another corporation	30
	30.7	Variation of rights	30
31.	WINDING UP		30
	31.1	Entitlement of Members	30
	31.2	Distribution of assets generally	30
	31.3	No distribution of liabilities	31
	31.4	Distribution not in accordance with legal rights	31
32.	NOTICES		31
	32.1	Notices by Company	31
	32.2	Overseas Members	31
	32.3	When notice is given	31
	32.4	Business days	32
	32.5	Notice to joint holders	32
	32.6	Counting days	32
33.	UNCLAIMED MONEY		32
SCHEDULE – TERMS OF ISSUE OF PREFERENCE SHARES			33

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Constitution of Tronox Australia Holdings Pty Limited

Tronox Australia Holdings Pty Limited

ACN

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

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Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement Includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

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may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is hot entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director,

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

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8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(c) the Director may. retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an Interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

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(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability Incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or Inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

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11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio of audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

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11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members;

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

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12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

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13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

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14.4 Corporate representatives

A Member that is a body corporate may appoint an individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6,14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one Vote; and

(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

(b) Members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) if the Company has more than one Member, signed in the manner set out in section 249A.

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17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

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(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

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(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay. brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

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23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

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(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

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25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and reissue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

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(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

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27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any Other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

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(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

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28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

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If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares, Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

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30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

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(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

(i) within Australia - one business day after posting; or

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(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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Schedule

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA	=	AP x DR x N
		365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

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Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the Issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, Which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) If approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a Member of the Company with effect from registration as evidence of that person’s agreement to the terms of this constitution.

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SIGNED for TRONOX GLOBAL HOLDINGS PTY LIMITED by its duly authorised officer, in the presence of:
	/s/ Michael J. Foster
	Signature of officer
/s/ Catherine R. Liebelt	Michael J. Foster
Signature of witness	Name
Catherine R. Liebelt
Name

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EX-3.11

Exhibit 3.11

Constitution of Tronox

Australia Pigments

Holdings Pty Limited

ACN

Blake Dawson

Level 26

181 William Street

Melbourne VIC 3000

Australia

T 61 3 9679 3000

F 61 3 9679 3111

Reference

MMCD 03 2031 2954

^©Blake Dawson 2011

Blake Dawson

Contents

1.	PRELIMINARY		1
	1.1	Proprietary company	1
	1.2	Replaceable rules	1
	1.3	Definitions	1
	1.4	Interpretation of this document	2
	1.5	Single Director Company	3
2.	DIRECTORS		3
	2.1	Number of Directors	3
	2.2	Appointment of Directors	3
	2.3	No share qualification	4
	2.4	Cessation of Director’s appointment	4
	2.5	Removal from office	4
	2.6	Too few Directors	4
	2.7	Vacation of office by Sole Director	4
3.	ALTERNATES		5
	3.1	Appointment of Alternate	5
	3.2	Notice of Board meetings	5
	3.3	Obligations and entitlements of Alternates	5
	3.4	Termination of appointment	5
	3.5	Appointments and revocations in writing	5
4.	POWERS OF THE BOARD		6
	4.1	Powers generally	6
	4.2	Exercise of powers	6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
	6.1	Appointment and power of Managing Director	6
	6.2	Termination of appointment of Managing Director	6
7.	DELEGATION OF BOARD POWERS		7
	7.1	Power to delegate	7
	7.2	Power to revoke delegation	7
	7.3	Terms of delegation	7
	7.4	Proceedings of committees	7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
	8.1	Compliance with duties under the Act and general law	7
	8.2	Director can hold other offices etc	7
	8.3	Disclosure of interests	7
	8.4	Director interested in a matter	8
	8.5	Agreements with third parties	8
	8.6	Directors acting in the best interests of the holding company	8

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9.	DIRECTORS’ REMUNERATION		8
	9.1	Remuneration of Executive Directors	8
	9.2	Remuneration of non-executive Directors	8
	9.3	Additional Remuneration for extra services	9
	9.4	Expenses of Directors	9
	9.5	Subsidiaries of Listed Corporations	9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
	10.1	Indemnity	9
	10.2	Insurance	10
	10.3	Former officers	10
	10.4	Deeds	10
11.	BOARD MEETINGS		10
	11.1	Convening Board meetings	10
	11.2	Notice of Board meeting	10
	11.3	Use of technology	10
	11.4	Chairing Board meetings	10
	11.5	Quorum	11
	11.6	Majority decisions	11
	11.7	Procedural rules	11
	11.8	Written resolution	11
	11.9	Additional provisions concerning written resolutions	11
	11.10	Valid proceedings	11
	11.11	Single Director Company	12
12.	MEETINGS OF MEMBERS		12
	12.1	Calling meetings of Members	12
	12.2	Notice of meeting	12
	12.3	Short notice	12
	12.4	Postponement or cancellation	12
	12.5	Fresh notice	12
	12.6	Notice to joint holders of shares	12
	12.7	Technology	13
	12.8	Accidental omission	13
	12.9	Class meetings	13
13.	PROCEEDINGS AT MEETINGS OF MEMBERS		13
	13.1	Member present at meeting	13
	13.2	Quorum	13
	13.3	Quorum not present	13
	13.4	Chairing meetings of Members	13
	13.5	Attendance by auditor and Directors	14
	13.6	Members rights suspended while call unpaid	14
	13.7	Adjournment	14
	13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES		14
	14.1	Appointment of proxies	14
	14.2	Member’s attorney	14
	14.3	Deposit of proxy appointment forms and powers of attorney	14
	14.4	Corporate representatives	15
	14.5	Appointment for particular meeting, standing appointment and revocation	15
	14.6	Position of proxy or attorney if Member present	15
	14.7	Priority of conflicting appointments of attorney or representative	15

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	14.8	More than two current proxy appointments	15
	14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE		16
	15.1	Number of votes	16
	15.2	Votes of joint holders	16
	15.3	Voting restrictions	16
	15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT		17
	16.1	Method of voting	17
	16.2	Demand for a poll	17
	16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS		17
	17.1	Written resolutions	17
	17.2	Signature of resolutions	18
18.	SECRETARY		18
	18.1	Appointment of Secretary	18
	18.2	Terms and conditions of office	18
	18.3	Cessation of Secretary’s appointment	18
	18.4	Removal from office	18
19.	MINUTES		18
	19.1	Minutes must be kept	18
	19.2	Minutes as evidence	19
	19.3	Inspection of minute books	19
20.	COMPANY SEALS		19
	20.1	Common seal	19
	20.2	Use of seals	19
	20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT		19
	21.1	Company to keep financial records	19
	21.2	Financial reporting	20
	21.3	Audit	20
	21.4	Inspection of financial records and books	20
22.	SHARES		20
	22.1	Issue at discretion of Board	20
	22.2	Preference and redeemable preference shares	20
	22.3	Brokerage and commissions	20
	22.4	Surrender of Shares	20
23.	CERTIFICATES		21
	23.1	Issue of share certificate	21
	23.2	Multiple certificates and joint holders	21
	23.3	Lost and worn out certificates	21

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24.	REGISTER		21
	24.1	Joint holders	21
	24.2	Nominee holders	21
	24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES		22
	25.1	Fixed instalments	22
	25.2	Prepayment of calls	22
	25.3	Calls made by Board	22
	25.4	Classes of shares	22
	25.5	Obligation to pay calls	22
	25.6	Called Amounts	23
	25.7	Proof of call	23
	25.8	Forfeiture notice	23
	25.9	Forfeiture	23
	25.10	Disposal and reissue of forfeited shares	23
	25.11	Notice of forfeiture	24
	25.12	Cancellation of forfeiture	24
	25.13	Effect of forfeiture	24
	25.14	Application of proceeds	24
26.	COMPANY LIENS		24
	26.1	Existence of liens	24
	26.2	Sale under lien	24
	26.3	Indemnity for payments required to be made by the Company	25
27.	DIVIDENDS		25
	27.1	Accumulation of reserves	25
	27.2	Payment of dividends	25
	27.3	Amount of dividend	26
	27.4	Prepayments and payments during dividend period	26
	27.5	Dividends in kind	26
	27.6	Payment of dividend by way of securities in another corporation	26
	27.7	Method of payment	26
	27.8	Joint holders’ receipt	27
	27.9	Retention of dividends by Company	27
	27.10	No interest on dividends	27
28.	TRANSFER OF SHARES		27
	28.1	Instrument of transfer	27
	28.2	Delivery of transfer and certificate	27
	28.3	Refusal to register transfer	27
	28.4	Transferor remains holder until transfer registered	28
	28.5	Powers of attorney	28
29.	TRANSMISSION OF SHARES		28
	29.1	Death of joint holder	28
	29.2	Death of single holder	28
	29.3	Transmission of shares on Insolvency or mental incapacity	28
	29.4	Refusal to register holder	29

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30.	SHARE CAPITAL		29
	30.1	Capitalisation of profits	29
	30.2	Adjustment of capitalised amounts	29
	30.3	Conversion of shares	29
	30.4	Reduction of capital	29
	30.5	Payments in kind	30
	30.6	Payment in kind by way of securities in another corporation	30
	30.7	Variation of rights	30
31.	WINDING UP		30
	31.1	Entitlement of Members	30
	31.2	Distribution of assets generally	30
	31.3	No distribution of liabilities	31
	31.4	Distribution not in accordance with legal rights	31
32.	NOTICES		31
	32.1	Notices by Company	31
	32.2	Overseas Members	31
	32.3	When notice is given	31
	32.4	Business days	32
	32.5	Notice to joint holders	32
	32.6	Counting days	32
33.	UNCLAIMED MONEY		32
SCHEDULE – TERMS OF ISSUE OF PREFERENCE SHARES			33

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Constitution of Tronox Australia Pigments Holdings Pty Limited

Tronox Australia Pigments Holdings Pty Limited

ACN

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

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Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a Secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

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2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Top few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

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8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

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(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

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11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10  Valid   proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

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11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

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12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

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13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

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14.4 Corporate representatives

A Member that is a body corporate may appoint an individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one vote; and

(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

(b) Members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) if the Company has more than one Member, signed in the manner set out in section 249A.

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17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

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(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

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(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

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23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

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(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

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25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and reissue of forfeited Shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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25.11  Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

25.12  Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13  Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14  Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

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(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

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27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

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(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10  No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

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28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

If section 1072C applies, this rule is supplemental to it.

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29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares, Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

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30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

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(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

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(b) if it is sent by mail:

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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Schedule

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA = AP x DR x N

                365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

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Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the Issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a Member of the Company with effect from registration as evidence of that person’s agreement to the terms of this constitution.

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SIGNED by Tronox Incorporated, by its duly authorised agent, in the presence of:	/s/ Michael Jon Foster
	Signature of agent
/s/ Catherine R. Liebelt	Michael Jon Foster
Signature of witness	Name
Catherine R. Liebelt
Name

36

EX-3.12

Exhibit 3.12

Constitution of Tronox

Global Holdings Pty

Limited

ACN

Blake Dawson

Level 26

181 William Street

Melbourne VIC 3000

Australia

T 61 3 9679 3000

F 61 3 9679 3111

Reference

MMCD 03 2031 2954

©Blake Dawson 2011

Blake Dawson

Contents

1. PRELIMINARY	1
1.1 Proprietary company	1
1.2 Replaceable rules	1
1.3 Definitions	1
1.4 Interpretation of this document	2
1.5 Single Director Company	3
2. DIRECTORS	3
2.1 Number of Directors	3
2.2 Appointment of Directors	3
2.3 No share qualification	4
2.4 Cessation of Director’s appointment	4
2.5 Removal from office	4
2.6 Too few Directors	4
2.7 Vacation of office by Sole Director	4
3. ALTERNATES	5
3.1 Appointment of Alternate	5
3.2 Notice of Board meetings	5
3.3 Obligations and entitlements of Alternates	5
3.4 Termination of appointment	5
3.5 Appointments and revocations in writing	5
4. POWERS OF THE BOARD	6
4.1 Powers generally	6
4.2 Exercise of powers	6
5. EXECUTING NEGOTIABLE INSTRUMENTS	6
6. MANAGING DIRECTOR	6
6.1 Appointment and power of Managing Director	6
6.2 Termination of appointment of Managing Director	6
7. DELEGATION OF BOARD POWERS	7
7.1 Power to delegate	7
7.2 Power to revoke delegation	7
7.3 Terms of delegation	7
7.4 Proceedings of committees	7
8. DIRECTORS’ DUTIES AND INTERESTS	7
8.1 Compliance with duties under the Act and general law	7
8.2 Director can hold other offices etc	7
8.3 Disclosure of interests	7
8.4 Director interested in a matter	8
8.5 Agreements with third parties	8
8.6 Directors acting in the best interests of the holding company	8

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9. DIRECTORS’ REMUNERATION	8
9.1 Remuneration of Executive Directors	8
9.2 Remuneration of non-executive Directors	8
9.3 Additional Remuneration for extra services	9
9.4 Expenses of Directors	9
9.5 Subsidiaries of Listed Corporations	9
10. OFFICERS’ INDEMNITY AND INSURANCE	9
10.1 Indemnity	9
10.2 Insurance	10
10.3 Former officers	10
10.4 Deeds	10
11. BOARD MEETINGS	10
11.1 Convening Board meetings	10
11.2 Notice of Board meeting	10
11.3 Use of technology	10
11.4 Chairing Board meetings	10
11.5 Quorum	11
11.6 Majority decisions	11
11.7 Procedural rules	11
11.8 Written resolution	11
11.9 Additional provisions concerning written resolutions	11
11.10 Valid proceedings	11
11.11 Single Director Company	12
12. MEETINGS OF MEMBERS	12
12.1 Calling meetings of Members	12
12.2 Notice of meeting	12
12.3 Short notice	12
12.4 Postponement or cancellation	12
12.5 Fresh notice	12
12.6 Notice to joint holders of shares	12
12.7 Technology	13
12.8 Accidental omission	13
12.9 Class meetings	13
13. PROCEEDINGS AT MEETINGS OF MEMBERS	13
13.1 Member present at meeting	13
13.2 Quorum	13
13.3 Quorum not present	13
13.4 Chairing meetings of Members	13
13.5 Attendance by auditor and Directors	14
13.6 Members rights suspended while call unpaid	14
13.7 Adjournment	14
13.8 Business at adjourned meetings	14
14. PROXIES, ATTORNEYS AND REPRESENTATIVES	14
14.1 Appointment of proxies	14
14.2 Member’s attorney	14
14.3 Deposit of proxy appointment forms and powers of attorney	14
14.4 Corporate representatives	15
14.5 Appointment for particular meeting, standing appointment and revocation	15
14.6 Position of proxy or attorney if Member present	15
14.7 Priority of conflicting appointments of attorney or representative	15
14.8 More than two current proxy appointments	15
14.9 Continuing authority	15

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15. ENTITLEMENT TO VOTE	16
15.1 Number of votes	16
15.2 Votes of joint holders	16
15.3 Voting restrictions	16
15.4 Decision on right to vote	16
16. HOW VOTING IS CARRIED OUT	17
16.1 Method of voting	17
16.2 Demand for a poll	17
16.3 When and how polls must be taken	17
17. RESOLUTIONS WITHOUT MEETINGS	17
17.1 Written resolutions	17
17.2 Signature of resolutions	18
18. SECRETARY	18
18.1 Appointment of Secretary	18
18.2 Terms and conditions of office	18
18.3 Cessation of Secretary’s appointment	18
18.4 Removal from office	18
19. MINUTES	18
19.1 Minutes must be kept	18
19.2 Minutes as evidence	19
19.3 Inspection of minute books	19
20. COMPANY SEALS	19
20.1 Common seal	19
20.2 Use of seals	19
20.3 Fixing seals to documents	19
21. FINANCIAL REPORTS AND AUDIT	19
21.1 Company to keep financial records	19
21.2 Financial reporting	20
21.3 Audit	20
21.4 Inspection of financial records and books	20
22. SHARES	20
22.1 Issue at discretion of Board	20
22.2 Preference and redeemable preference shares	20
22.3 Brokerage and commissions	20
22.4 Surrender of shares	20
23. CERTIFICATES	21
23.1 Issue of share certificate	21
23.2 Multiple certificates and joint holders	21
23.3 Lost and worn out certificates	21

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24. REGISTER	21
24.1 Joint holders	21
24.2 Nominee holders	21
24.3 Non-beneficial holders	21
25. PARTLY PAID SHARES	22
25.1 Fixed Instalments	22
25.2 Prepayment of calls	22
25.3 Calls made by Board	22
25.4 Classes of shares	22
25.5 Obligation to pay calls	22
25.6 Called Amounts	23
25.7 Proof of call	23
25.8 Forfeiture notice	23
25.9 Forfeiture	23
25.10 Disposal and reissue of forfeited shares	23
25.11 Notice of forfeiture	24
25.12 Cancellation of forfeiture	24
25.13 Effect of forfeiture	24
25.14 Application of proceeds	24
26. COMPANY LIENS	24
26.1 Existence of liens	24
26.2 Sale under lien	24
26.3 Indemnity for payments required to be made by the Company	25
27. DIVIDENDS	25
27.1 Accumulation of reserves	25
27.2 Payment of dividends	25
27.3 Amount of dividend	26
27.4 Prepayments and payments during dividend period	26
27.5 Dividends in kind	26
27.6 Payment of dividend by way of securities in another corporation	26
27.7 Method of payment	27
27.8 Joint holders’ receipt	27
27.9 Retention of dividends by Company	27
27.10 No interest on dividends	27
28. TRANSFER OF SHARES	27
28.1 Instrument of transfer	27
28.2 Delivery of transfer and certificate	27
28.3 Refusal to register transfer	27
28.4 Transferor remains holder until transfer registered	28
28.5 Powers of attorney	28
29. TRANSMISSION OF SHARES	28
29.1 Death of joint holder	28
29.2 Death of single holder	28
29.3 Transmission of shares on Insolvency or mental Incapacity	28
29.4 Refusal to register holder	29

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30. SHARE CAPITAL	29
30.1 Capitalisation of profits	29
30.2 Adjustment of capitalised amounts	29
30.3 Conversion of shares	29
30.4 Reduction of capital	29
30.5 Payments in kind	30
30.6 Payment in kind by way of securities in another corporation	30
30.7 Variation of rights	30
31. WINDING UP	30
31.1 Entitlement of Members	30
31.2 Distribution of assets generally	30
31.3 No distribution of liabilities	31
31.4 Distribution not in accordance with legal rights	31
32. NOTICES	31
32.1 Notices by Company	31
32.2 Overseas Members	31
32.3 When notice is given	31
32.4 Business days	32
32.5 Notice to joint holders	32
32.6 Counting days	32
33. UNCLAIMED MONEY	32
SCHEDULE—TERMS OF ISSUE OF PREFERENCE SHARES	33

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Constitution of Tronox Global Holdings Pty Limited

Tronox Global Holdings Pty Limited

ACN

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

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Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

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2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

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8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

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(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

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11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10   Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

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11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

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12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

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13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

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14.4 Corporate representatives

A Member that is a body corporate may appoint an Individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one vote; and

(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is Invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

(b) Members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) if the Company has more than one Member, signed in the manner set out in section 249A.

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17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

(f) disclosures and notices of Directors’ interests, to be kept in accordance with sections 191, 192 and 251A.

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19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed;

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to Inspect those records at all reasonable times.

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21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (Including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

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23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

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25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

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25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and reissue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (Including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

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(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose It decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

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27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may;

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to;

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

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27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

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28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

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If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares, Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

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30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

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(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

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(b) if it is sent by mail:

(i) within Australia—one business day after posting; or

(ii) to a place outside Australia—three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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Schedule

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA	=	AP x DR x N
		365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

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Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

In priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a Member of the Company with effect from registration as evidence of that person’s agreement to the terms of this constitution.

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SIGNED for TRONOX LIMITED by its duly authorised officer, in the presence of:	/s/ Michael J. Foster
	Signature of officer
/s/ Catherine R. Liebeit	Michael J. Foster, Director
Signature of witness	Name
Catherine R. Liebeit
Name

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EX-3.13

Exhibit 3.13

Constitution of Tronox

Pigments Australia

Holdings Pty Limited

ACN

Blake Dawson

Level 26

181 William Street

Melbourne VIC 3000

Australia

T 61 3 9679 3000

F 61 3 9679 3111

Reference

MMCD 03 2031 2954

^©Blake Dawson 2011

Blake Dawson

Contents

1. PRELIMINARY	1
1.1   Proprietary company	1
1.2   Replaceable rules	1
1.3   Definitions	1
1.4   Interpretation of this document	2
1.5   Single Director Company	3
2. DIRECTORS	3
2.1   Number of Directors	3
2.2   Appointment of Directors	3
2.3   No share qualification	4
2.4   Cessation of Director’s appointment	4
2.5   Removal from office	4
2.6   Too few Directors	4
2.7   Vacation of office by Sole Director	4
3. ALTERNATES	5
3.1   Appointment of Alternate	5
3.2   Notice of Board meetings	5
3.3   Obligations and entitlements of Alternates	5
3.4   Termination of appointment	5
3.5   Appointments and revocations in writing	5
4. POWERS OF THE BOARD	6
4.1   Powers generally	6
4.2   Exercise of powers	6
5. EXECUTING NEGOTIABLE INSTRUMENTS	6
6. MANAGING DIRECTOR	6
6.1   Appointment and power of Managing Director	6
6.2   Termination of appointment of Managing Director	6
7. DELEGATION OF BOARD POWERS	7
7.1   Power to delegate	7
7.2   Power to revoke delegation	7
7.3   Terms of delegation	7
7.4   Proceedings of committees	7
8. DIRECTORS’ DUTIES AND INTERESTS	7
8.1   Compliance with duties under the Act and general law	7
8.2   Director can hold other offices etc	7
8.3   Disclosure of interests	7
8.4   Director interested in a matter	8
8.5   Agreements with third parties	8
8.6   Directors acting in the best interests of the holding company	8

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9. DIRECTORS’ REMUNERATION	8
9.1       Remuneration of Executive Directors	8
9.2       Remuneration of non-executive Directors	8
9.3       Additional Remuneration for extra services	9
9.4       Expenses of Directors	9
9.5       Subsidiaries of Listed Corporations	9
10. OFFICERS’ INDEMNITY AND INSURANCE	9
10.1     Indemnity	9
10.2     Insurance	10
10.3     Former officers	10
10.4     Deeds	10
11. BOARD MEETINGS	10
11.1     Convening Board meetings	10
11.2     Notice of Board meeting	10
11.3     Use of technology	10
11.4     Chairing Board meetings	10
11.5     Quorum	11
11.6     Majority decisions	11
11.7     Procedural rules	11
11.8     Written resolution	11
11.9     Additional provisions concerning written resolutions	11
11.10   Valid proceedings	11
11.11   Single Director Company	12
12. MEETINGS OF MEMBERS	12
12.1     Calling meetings of Members	12
12.2     Notice of meeting	12
12.3     Short notice	12
12.4     Postponement or cancellation	12
12.5     Fresh notice	12
12.6     Notice to joint holders of shares	12
12.7     Technology	13
12.8     Accidental omission	13
12.9     Class meetings	13
13. PROCEEDINGS AT MEETINGS OF MEMBERS	13
13.1     Member present at meeting	13
13.2     Quorum	13
13.3     Quorum not present	13
13.4     Chairing meetings of Members	13
13.5     Attendance by auditor and Directors	14
13.6     Members rights suspended while call unpaid	14
13.7     Adjournment	14
13.8     Business at adjourned meetings	14
14. PROXIES, ATTORNEYS AND REPRESENTATIVES	14
14.1     Appointment of proxies	14
14.2     Member’s attorney	14
14.3     Deposit of proxy appointment forms and powers of attorney	14
14.4     Corporate representatives	15
14.5     Appointment for particular meeting, standing appointment and revocation	15
14.6     Position of proxy or attorney if Member present	15
14.7     Priority of conflicting appointments of attorney or representative	15

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14.8   More than two current proxy appointments	15
14.9   Continuing authority	15
15. ENTITLEMENT TO VOTE	16
15.1   Number of votes	16
15.2   Votes of joint holders	16
15.3   Voting restrictions	16
15.4   Decision on right to vote	16
16. HOW VOTING IS CARRIED OUT	17
16.1   Method of voting	17
16.2   Demand for a poll	17
16.3   When and how polls must be taken	17
17. RESOLUTIONS WITHOUT MEETINGS	17
17.1   Written resolutions	17
17.2   Signature of resolutions	18
18. SECRETARY	18
18.1   Appointment of Secretary	18
18.2   Terms and conditions of office	18
18.3   Cessation of Secretary’s appointment	18
18.4   Removal from office	18
19. MINUTES	18
19.1   Minutes must be kept	18
19.2   Minutes as evidence	19
19.3   Inspection of minute books	19
20. COMPANY SEALS	19
20.1   Common seal	19
20.2   Use of seals	19
20.3   Fixing seals to documents	19
21. FINANCIAL REPORTS AND AUDIT	19
21.1   Company to keep financial records	19
21.2   Financial reporting	20
21.3   Audit	20
21.4   Inspection of financial records and books	20
22. SHARES	20
22.1   Issue at discretion of Board	20
22.2   Preference and redeemable preference shares	20
22.3   Brokerage and commissions	20
22.4   Surrender of shares	20
23. CERTIFICATES	21
23.1   Issue of share certificate	21
23.2   Multiple certificates and joint holders	21
23.3   Lost and worn out certificates	21

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24. REGISTER	21
24.1    Joint holders	21
24.2    Nominee holders	21
24.3    Non-beneficial holders	21
25. PARTLY PAID SHARES	22
25.1    Fixed instalments	22
25.2    Prepayment of calls	22
25.3    Calls made by Board	22
25.4    Classes of shares	22
25.5    Obligation to pay calls	22
25.6    Called Amounts	23
25.7    Proof of call	23
25.8    Forfeiture notice	23
25.9    Forfeiture	23
25.10  Disposal and reissue of forfeited shares	23
25.11  Notice of forfeiture	24
25.12  Cancellation of forfeiture	24
25.13  Effect of forfeiture	24
25.14  Application of proceeds	24
26. COMPANY LIENS	24
26.1    Existence of liens	24
26.2    Sale under lien	24
26.3    Indemnity for payments required to be made by the Company	25
27. DIVIDENDS	25
27.1    Accumulation of reserves	25
27.2    Payment of dividends	25
27.3    Amount of dividend	26
27.4    Prepayments and payments during dividend period	26
27.5    Dividends in kind	26
27.6    Payment of dividend by way of securities in another corporation	26
27.7    Method of payment	27
27.8    Joint holders’ receipt	27
27.9    Retention of dividends by Company	27
27.10  No interest on dividends	27
28. TRANSFER OF SHARES	27
28.1    Instrument of transfer	27
28.2    Delivery of transfer and certificate	27
28.3    Refusal to register transfer	27
28.4    Transferor remains holder until transfer registered	28
28.5    Powers of attorney	28
29. TRANSMISSION OF SHARES	28
29.1    Death of joint holder	28
29.2    Death of single holder	28
29.3    Transmission of shares on insolvency or mental incapacity	28
29.4    Refusal to register holder	29

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30. SHARE CAPITAL	29
30.1   Capitalisation of profits	29
30.2   Adjustment of capitalised amounts	29
30.3   Conversion of shares	29
30.4   Reduction of capital	29
30.5   Payments in kind	30
30.6   Payment in kind by way of securities in another corporation	30
30.7   Variation of rights	30
31. WINDING UP	30
31.1   Entitlement of Members	30
31.2   Distribution of assets generally	30
31.3   No distribution of liabilities	31
31.4   Distribution not in accordance with legal rights	31
32. NOTICES	31
32.1   Notices by Company	31
32.2   Overseas Members	31
32.3   When notice is given	31
32.4   Business days	32
32.5   Notice to joint holders	32
32.6   Counting days	32
33. UNCLAIMED MONEY	32
SCHEDULE – TERMS OF ISSUE OF PREFERENCE SHARES	33

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Constitution of Tronox Pigments Australia Holdings Pty Limited

Tronox Pigments Australia Holdings Pty Limited

ACN

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

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Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

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may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

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8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

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(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnify. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

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11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10  Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

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11.11  Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

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12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

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13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an

adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

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14.4 Corporate representatives

A Member that is a body corporate may appoint an individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received: notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one vote; and

(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote, on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

(b) Members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to: section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) if the Company has more than one Member, signed in the manner set out in section 249A.

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17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

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(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution’ or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the

witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

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21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

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23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

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25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable, by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

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25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10  Disposal and reissue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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25.11  Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

25.12  Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13  Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14  Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the Share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

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(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

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27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

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27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10  No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

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28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

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If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares. Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert;

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(C) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

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30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

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(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

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(b) if it is sent by mail:

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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Schedule

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA = AP x DR x N

              365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

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Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the Issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement, on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a Member of the Company with effect from registration as evidence of that person’s agreement to the terms of this constitution.

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SIGNED for TRONOX AUSTRALIA PIGMENTS HOLDINGS PTY LIMITED by its duly authorised officer, in the presence of:	/s/ Michael J. Foster
	Signature of officer
/s/ Catherine R. Liebelt	Michael J. Foster
Signature of witness	Name
Catherine R. Liebelt
Name

36

EX-3.14

Exhibit 3.14

Constitution of Tronox

Pigments Australia Pty

Limited

ACN

Blake Dawson

Level 26

181 William Street

Melbourne VIC 3000

Australia

T 61 3 9679 3000

F 61 3 9679 3111

Reference

MMCD 03 2031 2954

©Blake Dawson 2011

Blake Dawson

Contents

1.	PRELIMINARY		1
	1.1	Proprietary company	1
	1.2	Replaceable rules	1
	1.3	Definitions	1
	1.4	Interpretation of this document	2
	1.5	Single Director Company	3
2.	DIRECTORS		3
	2.1	Number of Directors	3
	2.2	Appointment of Directors	3
	2.3	No share qualification	4
	2.4	Cessation of Director’s appointment	4
	2.5	Removal from office	4
	2.6	Too few Directors	4
	2.7	Vacation of office by Sole Director	4
3.	ALTERNATES		5
	3.1	Appointment of Alternate	5
	3.2	Notice of Board meetings	5
	3.3	Obligations and entitlements of Alternates	5
	3.4	Termination of appointment	5
	3.5	Appointments and revocations in writing	5
4.	POWERS OF THE BOARD		6
	4.1	Powers generally	6
	4.2	Exercise of powers	6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
	6.1	Appointment and power of Managing Director	6
	6.2	Termination of appointment of Managing Director	6
7.	DELEGATION OF BOARD POWERS		7
	7.1	Power to delegate	7
	7.2	Power to revoke delegation	7
	7.3	Terms of delegation	7
	7.4	Proceedings of committees	7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
	8.1	Compliance with duties under the Act and general law	7
	8.2	Director can hold other offices etc	7
	8.3	Disclosure of interests	7
	8.4	Director interested in a matter	8
	8.5	Agreements with third parties	8
	8.6	Directors acting in the best interests of the holding company	8

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9.	DIRECTORS’ REMUNERATION		8
	9.1	Remuneration of Executive Directors	8
	9.2	Remuneration of non-executive Directors	8
	9.3	Additional Remuneration for extra services	9
	9.4	Expenses of Directors	9
	9.5	Subsidiaries of Listed Corporations	9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
	10.1	Indemnity	9
	10.2	Insurance	10
	10.3	Former officers	10
	10.4	Deeds	10
11.	BOARD MEETINGS		10
	11.1	Convening Board meetings	10
	11.2	Notice of Board meeting	10
	11.3	Use of technology	10
	11.4	Chairing Board meetings	10
	11.5	Quorum	11
	11.6	Majority decisions	11
	11.7	Procedural rules	11
	11.8	Written resolution	11
	11.9	Additional provisions concerning written resolutions	11
	11.10	Valid proceedings	11
	11.11	Single Director Company	12
12.	MEETINGS OF MEMBERS		12
	12.1	Calling meetings of Members	12
	12.2	Notice of meeting	12
	12.3	Short notice	12
	12.4	Postponement or cancellation	12
	12.5	Fresh notice	12
	12.6	Notice to joint holders of shares	12
	12.7	Technology	13
	12.8	Accidental omission	13
	12.9	Class meetings	13
13.	PROCEEDINGS AT MEETINGS OF MEMBERS		13
	13.1	Member present at meeting	13
	13.2	Quorum	13
	13.3	Quorum not present	13
	13.4	Chairing meetings of Members	13
	13.5	Attendance by auditor and Directors	14
	13.6	Members rights suspended while call unpaid	14
	13.7	Adjournment	14
	13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES		14
	14.1	Appointment of proxies	14
	14.2	Member’s attorney	14
	14.3	Deposit of proxy appointment forms and powers of attorney	14
	14.4	Corporate representatives	15
	14.5	Appointment for particular meeting, standing appointment and revocation	15
	14.6	Position of proxy or attorney if Member present	15
	14.7	Priority of conflicting appointments of attorney or representative	15

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	14.8	More than two current proxy appointments	15
	14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE		16
	15.1	Number of votes	16
	15.2	Votes of joint holders	16
	15.3	Voting restrictions	16
	15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT		17
	16.1	Method of voting	17
	16.2	Demand for a poll	17
	16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS		17
	17.1	Written resolutions	17
	17.2	Signature of resolutions	18
18.	SECRETARY		18
	18.1	Appointment of Secretary	18
	18.2	Terms and conditions of office	18
	18.3	Cessation of Secretary’s appointment	18
	18.4	Removal from office	18
19.	MINUTES		18
	19.1	Minutes must be kept	18
	19.2	Minutes as evidence	19
	19.3	Inspection of minute books	19
20.	COMPANY SEALS		19
	20.1	Common seal	19
	20.2	Use of seals	19
	20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT		19
	21.1	Company to keep financial records	19
	21.2	Financial reporting	20
	21.3	Audit	20
	21.4	Inspection of financial records and books	20
22.	SHARES		20
	22.1	Issue at discretion of Board	20
	22.2	Preference and redeemable preference shares	20
	22.3	Brokerage and commissions	20
	22.4	Surrender of shares	20
23.	CERTIFICATES		21
	23.1	Issue of share certificate	21
	23.2	Multiple certificates and joint holders	21
	23.3	Lost and worn out certificates	21

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24.	REGISTER		21
	24.1	Joint holders	21
	24.2	Nominee holders	21
	24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES		22
	25.1	Fixed instalments	22
	25.2	Prepayment of calls	22
	25.3	Calls made by Board	22
	25.4	Classes of shares	22
	25.5	Obligation to pay calls	22
	25.6	Called Amounts	23
	25.7	Proof of call	23
	25.8	Forfeiture notice	23
	25.9	Forfeiture	23
	25.10	Disposal and reissue of forfeited shares	23
	25.11	Notice of forfeiture	24
	25.12	Cancellation of forfeiture	24
	25.13	Effect of forfeiture	24
	25.14	Application of proceeds	24
26.	COMPANY LIENS		24
	26.1	Existence of liens	24
	26.2	Sale under lien	24
	26.3	Indemnity for payments required to be made by the Company	25
27.	DIVIDENDS		25
	27.1	Accumulation of reserves	25
	27.2	Payment of dividends	25
	27.3	Amount of dividend	26
	27.4	Prepayments and payments during dividend period	26
	27.5	Dividends in kind	26
	27.6	Payment of dividend by way of securities in another corporation	26
	27.7	Method of payment	26
	27.8	Joint holders’ receipt	27
	27.9	Retention of dividends by Company	27
	27.10	No interest on dividends	27
28.	TRANSFER OF SHARES		27
	28.1	Instrument of transfer	27
	28.2	Delivery of transfer and certificate	27
	28.3	Refusal to register transfer	27
	28.4	Transferor remains holder until transfer registered	28
	28.5	Powers of attorney	28
29.	TRANSMISSION OF SHARES		28
	29.1	Death of joint holder	28
	29.2	Death of single holder	28
	29.3	Transmission of shares on insolvency or mental incapacity	28
	29.4	Refusal to register holder	29

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30.	SHARE CAPITAL		29
	30.1	Capitalisation of profits	29
	30.2	Adjustment of capitalised amounts	29
	30.3	Conversion of shares	29
	30.4	Reduction of capital	29
	30.5	Payments in kind	30
	30.6	Payment in kind by way of securities in another corporation	30
	30.7	Variation of rights	30
31.	WINDING UP		30
	31.1	Entitlement of Members	30
	31.2	Distribution of assets generally	30
	31.3	No distribution of liabilities	31
	31.4	Distribution not in accordance with legal rights	31
32.	NOTICES		31
	32.1	Notices by Company	31
	32.2	Overseas Members	31
	32.3	When notice is given	31
	32.4	Business days	32
	32.5	Notice to joint holders	32
	32.6	Counting days	32
33.	UNCLAIMED MONEY		32
SCHEDULE – TERMS OF ISSUE OF PREFERENCE SHARES			33

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Constitution of Tronox Pigments Australia Pty Limited

Tronox Pigments Australia Pty Limited

ACN

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board  means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called  Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

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Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

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may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

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8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

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(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

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11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10  Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

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11.11  Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

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12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

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13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

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14.4 Corporate representatives

A Member that is a body corporate may appoint an individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one vote; and

(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

(b) Members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) if the Company has more than one Member, signed in the manner set out in section 249A.

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17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

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(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

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(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280,1289,1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, Issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

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23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

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25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

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25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10  Disposal and reissue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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25.11  Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

25.12  Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13  Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14  Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

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(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

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27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

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(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10  No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

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28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

If section 1072C applies, this rule is supplemental to it.

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29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares, Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

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30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

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(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

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(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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Schedule

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA	=	AP x DR x N
		365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

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Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the Issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a Member of the Company with effect from registration as evidence of that person’s agreement to the terms of this constitution.

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SIGNED for TRONOX PIGMENTS AUSTRALIA HOLDINGS PTY LIMITED by its duly authorised officer, in the presence of:
	/s/ Michael Jon Foster
	Signature of officer
/s/ Catherine R. Liebelt	Michael Jon Foster
Signature of witness	Name
Catherine R. Liebelt
Name

36

EX-3.15

Exhibit 3.15

Constitution of Tronox

Pigments Western

Australia Pty Limited

ACN

Blake Dawson

Level 26

181 William Street

Melbourne VIC 3000

Australia

T 61 3 9679 3000

F 61 3 9679 3111

Reference

MMCD 03 2031 2954

©Blake Dawson 2011

Blake Dawson

Contents

1.	PRELIMINARY		1
	1.1	Proprietary company	1
	1.2	Replaceable rules	1
	1.3	Definitions	1
	1.4	Interpretation of this document	2
	1.5	Single Director Company	3
2.	DIRECTORS		3
	2.1	Number of Directors	3
	2.2	Appointment of Directors	3
	2.3	No share qualification	4
	2.4	Cessation of Director’s appointment	4
	2.5	Removal from office	4
	2.6	Too few Directors	4
	2.7	Vacation of office by Sole Director	4
3.	ALTERNATES		5
	3.1	Appointment of Alternate	5
	3.2	Notice of Board meetings	5
	3.3	Obligations and entitlements of Alternates	5
	3.4	Termination of appointment	5
	3.5	Appointments and revocations in writing	5
4.	POWERS OF THE BOARD		6
	4.1	Powers generally	6
	4.2	Exercise of powers	6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
	6.1	Appointment and power of Managing Director	6
	6.2	Termination of appointment of Managing Director	6
7.	DELEGATION OF BOARD POWERS		7
	7.1	Power to delegate	7
	7.2	Power to revoke delegation	7
	7.3	Terms of delegation	7
	7.4	Proceedings of committees	7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
	8.1	Compliance with duties under the Act and general law	7
	8.2	Director can hold other offices etc	7
	8.3	Disclosure of interests	7
	8.4	Director interested in a matter	8
	8.5	Agreements with third parties	8
	8.6	Directors acting in the best interests of the holding company	8

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9.	DIRECTORS’ REMUNERATION		8
	9.1	Remuneration of Executive Directors	8
	9.2	Remuneration of non-executive Directors	8
	9.3	Additional Remuneration for extra services	9
	9.4	Expenses of Directors	9
	9.5	Subsidiaries of Listed Corporations	9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
	10.1	Indemnity	9
	10.2	Insurance	10
	10.3	Former officers	10
	10.4	Deeds	10
11.	BOARD MEETINGS		10
	11.1	Convening Board meetings	10
	11.2	Notice of Board meeting	10
	11.3	Use of technology	10
	11.4	Chairing Board meetings	10
	11.5	Quorum	11
	11.6	Majority decisions	11
	11.7	Procedural rules	11
	11.8	Written resolution	11
	11.9	Additional provisions concerning written resolutions	11
	11.10	Valid proceedings	11
	11.11	Single Director Company	12
12.	MEETINGS OF MEMBERS		12
	12.1	Calling meetings of Members	12
	12.2	Notice of meeting	12
	12.3	Short notice	12
	12.4	Postponement or cancellation	12
	12.5	Fresh notice	12
	12.6	Notice to joint holders of shares	12
	12.7	Technology	13
	12.8	Accidental omission	13
	12.9	Class meetings	13
13.	PROCEEDINGS AT MEETINGS OF MEMBERS		13
	13.1	Member present at meeting	13
	13.2	Quorum	13
	13.3	Quorum not present	13
	13.4	Chairing meetings of Members	13
	13.5	Attendance by auditor and Directors	14
	13.6	Members rights suspended while call unpaid	14
	13.7	Adjournment	14
	13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES		14
	14.1	Appointment of proxies	14
	14.2	Member’s attorney	14
	14.3	Deposit of proxy appointment forms and powers of attorney	14
	14.4	Corporate representatives	15
	14.5	Appointment for particular meeting, standing appointment and revocation	15
	14.6	Position of proxy or attorney if Member present	15
	14.7	Priority of conflicting appointments of attorney or representative	15

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	14.8	More than two current proxy appointments	15
	14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE		16
	15.1	Number of votes	16
	15.2	Votes of joint holders	16
	15.3	Voting restrictions	16
	15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT		17
	16.1	Method of voting	17
	16.2	Demand for a poll	17
	16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS		17
	17.1	Written resolutions	17
	17.2	Signature of resolutions	18
18.	SECRETARY		18
	18.1	Appointment of Secretary	18
	18.2	Terms and conditions of office	18
	18.3	Cessation of Secretary’s appointment	18
	18.4	Removal from office	18
19.	MINUTES		18
	19.1	Minutes must be kept	18
	19.2	Minutes as evidence	19
	19.3	Inspection of minute books	19
20.	COMPANY SEALS		19
	20.1	Common seal	19
	20.2	Use of seals	19
	20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT		19
	21.1	Company to keep financial records	19
	21.2	Financial reporting	20
	21.3	Audit	20
	21.4	Inspection of financial records and books	20
22.	SHARES		20
	22.1	Issue at discretion of Board	20
	22.2	Preference and redeemable preference shares	20
	22.3	Brokerage and commissions	20
	22.4	Surrender of shares	20
23.	CERTIFICATES		21
	23.1	Issue of share certificate	21
	23.2	Multiple certificates and joint holders	21
	23.3	Lost and worn out certificates	21

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24.	REGISTER		21
	24.1	Joint holders	21
	24.2	Nominee holders	21
	24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES		22
	25.1	Fixed instalments	22
	25.2	Prepayment of calls	22
	25.3	Calls made by Board	22
	25.4	Classes of shares	22
	25.5	Obligation to pay calls	22
	25.6	Called Amounts	23
	25.7	Proof of call	23
	25.8	Forfeiture notice	23
	25.9	Forfeiture	23
	25.10	Disposal and reissue of forfeited shares	23
	25.11	Notice of forfeiture	24
	25.12	Cancellation of forfeiture	24
	25.13	Effect of forfeiture	24
	25.14	Application of proceeds	24
26.	COMPANY LIENS		24
	26.1	Existence of liens	24
	26.2	Sale under lien	24
	26.3	Indemnity for payments required to be made by the Company	25
27.	DIVIDENDS		25
	27.1	Accumulation of reserves	25
	27.2	Payment of dividends	25
	27.3	Amount of dividend	26
	27.4	Prepayments and payments during dividend period	26
	27.5	Dividends in kind	26
	27.6	Payment of dividend by way of securities in another corporation	26
	27.7	Method of payment	26
	27.8	Joint holders’ receipt	27
	27.9	Retention of dividends by Company	27
	27.10	No interest on dividends	27
28.	TRANSFER OF SHARES		27
	28.1	Instrument of transfer	27
	28.2	Delivery of transfer and certificate	27
	28.3	Refusal to register transfer	27
	28.4	Transferor remains holder until transfer registered	28
	28.5	Powers of attorney	28
29.	TRANSMISSION OF SHARES		28
	29.1	Death of joint holder	28
	29.2	Death of single holder	28
	29.3	Transmission of shares on insolvency or mental incapacity	28
	29.4	Refusal to register holder	29

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30.	SHARE CAPITAL		29
	30.1	Capitalisation of profits	29
	30.2	Adjustment of capitalised amounts	29
	30.3	Conversion of shares	29
	30.4	Reduction of capital	29
	30.5	Payments in kind	30
	30.6	Payment in kind by way of securities in another corporation	30
	30.7	Variation of rights	30
31.	WINDING UP		30
	31.1	Entitlement of Members	30
	31.2	Distribution of assets generally	30
	31.3	No distribution of liabilities	31
	31.4	Distribution not in accordance with legal rights	31
32.	NOTICES		31
	32.1	Notices by Company	31
	32.2	Overseas Members	31
	32.3	When notice is given	31
	32.4	Business days	32
	32.5	Notice to joint holders	32
	32.6	Counting days	32
33.	UNCLAIMED MONEY		32
SCHEDULE – TERMS OF ISSUE OF PREFERENCE SHARES			33

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Constitution of Tronox Pigments Western Australia Pty Limited

Tronox Pigments Western Australia Pty Limited

ACN

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

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Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

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may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

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8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

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(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

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11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

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11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

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12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

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13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

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14.4 Corporate representatives

A Member that is a body corporate may appoint an individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one vote; and

(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

(b) Members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) if the Company has more than one Member, signed in the manner set out in section 249A.

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17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

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(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

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(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

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23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

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(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

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25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and reissue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

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(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

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27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

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(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

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28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares;

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

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If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares, Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

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30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

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(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

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(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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Schedule

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA	=	AP x DR x N
		365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

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Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the Issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a Member of the Company with effect from registration as evidence of that person’s agreement to the terms of this constitution.

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SIGNED for TRONOX PIGMENTS AUSTRALIA PTY LIMITED by its duly authorised officer, in the presence of:	/s/ Michael J. Foster
	Signature of officer
/s/ Catherine R. Liebelt	Michael J. Foster
Signature of witness	Name
Catherine R. Liebelt
Name

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EX-3.16

Exhibit 3.16

CERTIFICATE OF FORMATION

OF

TRONOX PIGMENTS LLC

This Certificate of Formation is being executed as of November 13, 2012, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Tronox Pigments LLC (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Michael J. Foster
	Michael J. Foster, an Authorized Person

EX-3.17

Exhibit 3.17

TRONOX PIGMENTS LLC

LIMITED LIABILITY COMPANY AGREEMENT

Effective as of

November 13, 2012

TABLE OF CONTENTS

			Page
Article 1 DEFINED TERMS				1
Article 2 THE COMPANY				2
	2.1	Purpose		2
	2.2	Term		2
	2.3	Principal and Registered Place of Business		2
	2.4	Registered Agent		2
	2.5	Qualification in Additional Jurisdictions		2
	2.6	No Partnership Intended for Nontax Purposes		3
Article 3 SHARES AND MEMBERS				3
	3.1	Initial Capital of the Company		3
	3.2	Transfers of Shares		3
	3.3	Additional Members		3
	3.4	No Capital Contributions		3
	3.5	Scope of Members’ Authority		3
Article 4 PROFITS AND LOSSES; DISTRIBUTIONS				4
	4.1	Allocations of Profits and Losses		4
	4.2	Distributions to Members		4
Article 5 MANAGEMENT OF THE COMPANY				4
	5.1	Management of the Company		4
	5.2	Action by the Managers		4
	5.3	Action by the Authorized Member(s)		5
	5.4	Resignation of a Manager		5
	5.5	Removal of a Manager		5
	5.6	No Compensation		5
Article 6 TRANSACTIONS; OTHER ACTIVITIES				5
	6.1	Business Pursuits of Members		5
	6.2	Title to Company Property		5
	6.3	Liability of the Company		5
	6.4	Liability of the Managers		6
Article 7 OFFICERS AND AGENTS; SIGNATORY AUTHORITIES				6
	7.1	Officers		6
	7.2	Rights; Obligations; Authority		6
	7.3	Removal		6
	7.4	Execution of Contracts		6
	7.5	President		6
	7.6	Vice Presidents		6
	7.7	Treasurer		7
	7.8	Secretary		7

i

TABLE OF CONTENTS

(continued)

			Page
Article 8 FISCAL YEAR; BOOKS AND RECORDS; BANK ACCOUNTS				7
	8.1	Bank Accounts		7
	8.2	Books and Records		7
	8.3	Stand Alone Accounts		8
	8.4	Fiscal Year		8
Article 9 REGISTRATION OF SHARES				8
	9.1	Shares		8
Article 10 DISSOLUTION, LIQUIDATION AND TERMINATION				8
	10.1	Dissolution		8
	10.2	Liquidation and Termination		8
	10.3	Articles of Dissolution		9
	10.4	Events of Bankruptcy		9
Article 11 MISCELLANEOUS				9
	11.1	Binding Agreement		9
	11.2	Counterparts		9
	11.3	Enforceability		10
	11.4	Entire Agreement		10
	11.5	Effect of Waiver or Consent		10
	11.6	Governing Law		10
	11.7	Amendment		10
	11.8	Conflict of Interest; No Implied Duties		10
	11.9	Notices		10
	11.10	References		11
	11.11	Titles and Captions		11

ii

TRONOX PIGMENTS LLC

LIMITED LIABILITY COMPANY AGREEMENT

This Limited Liability Company Agreement (this “Agreement”) is made effective as of November 13, 2012 by the undersigned, being the Sole Member of Tronox Pigments LLC (the “Company”).

WHEREAS, the Company was formed pursuant to a Certificate of Formation filed in the State of Delaware on November 13, 2012 (the “Formation Date”).

NOW, THEREFORE, the Sole Member certifies and agrees as follows:

ARTICLE 1

DEFINED TERMS

In addition to any other terms defined herein, the following terms shall have the following meanings for all purposes of this Agreement:

1.1 “Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

1.2 “Affiliate” means, with respect to any Person, any other person that, directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.3 “Agreement” means this Operating Agreement, as such may be amended or modified from time to time in accordance with its terms.

1.4 “Authorized Member(s)” mean the Member or Members holding more than 50% of the Shares of the Company.

1.5 “Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law).

1.6 “Consent” means the prior written consent or approval of a Person to do the act or thing for which the consent or approval is solicited, or the act of granting such consent or approval as the context may require.

1.7 “DGCL” means the Delaware General Corporation Law and any successor statute, as amended from time to time.

1.8 “Manager” means any Person appointed by the Authorized Member(s), as specified on Schedule 2, as amended, and who is acting in such Person’s capacity as a Manager of the Company in accordance with the terms and conditions of this Agreement.

1.9 “Member” means any Person who owns Shares as set forth on Schedule 1, as amended, and who is acting in such Person’s capacity as a Member of the Company and any other Person who, from time to time, owns Shares.

1.10 “Notice” means a writing which contains the information required by this Agreement to be communicated to any Person, and given or delivered in accordance with the requirements of this Agreement.

1.11 “Person” means any individual, partnership, limited liability company, firm, corporation, association, joint venture, organization, business, trust, estate or other entity, including a government or any subdivision or agency thereof.

ARTICLE 2

THE COMPANY

2.1 Purpose. The Company is authorized to engage in the transaction of any and all lawful businesses or activities which a limited liability company may carry on under the Act and the laws of any other jurisdiction in which the Company is so engaged.

2.2 Term. The Company shall have perpetual existence except as otherwise agreed by the unanimous Consent of the Members, or if the Company is dissolved and terminated in accordance with Article 10 of this Agreement.

2.3 Principal and Registered Place of Business. The registered office of the Company shall be 1209 Orange Street, in the City of Wilmington, County of New Castle. The principal place of business of the Company shall be One Stamford Plaza, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901 or such other place or places as the Managers shall from time to time select.

2.4 Registered Agent. The Company’s registered agent shall be The Corporation Trust Company or such other Person as is designated by the Managers from time to time to serve in that capacity in accordance with the terms of the Act.

2.5 Qualification in Additional Jurisdictions. The Company shall be qualified to do business in any jurisdiction in which such qualification is deemed by the Managers as necessary or desirable in carrying out the Company’s business, and pursuant thereto, to appoint a registered agent and to establish a registered office or branch in such jurisdiction, and to cause the Company to operate in such jurisdiction under another name selected by the Managers, in compliance with the assumed name statute of such jurisdiction, if the Company is not allowed under the laws of such jurisdiction to operate under the name “Tronox Pigments LLC”.

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2.6 No Partnership Intended for Nontax Purposes. The Member has formed the Company as a limited liability company under the Act and expressly does not intend hereby to form a partnership under the laws of any jurisdiction. The Member does not intend to be partners one to another with any Member admitted subsequent to the date hereof, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

ARTICLE 3

SHARES AND MEMBERS

3.1 Initial Capital of the Company. The equity interests in the Company (including, without limitation, the Members’ “limited liability company interests,” as defined in the Act, and the Members’ rights to participate in the management of the Company as set forth herein) shall be issued in share increments. The total number of shares that the Company shall have authority to issue is one thousand (1,000). There shall be one class of shares, designated as “common stock, par value $1.00 per share” (“Shares”). Each Share shall be entitled to one vote and shall otherwise be identical in all respects with each other Share. All Shares issued hereunder shall be fully paid and non-assessable. The names of each Member and their ownership of Shares is as set forth in Schedule 1 hereof, as such schedule may be amended from time to time by the Company or as set forth in the register kept as provided in Section 9.1. Any Person who accepts Shares issued by the Company shall be deemed to have assented to each and every term of this Agreement, whether or not such Person is a signatory hereto.

3.2 Transfers of Shares. Each Member may assign such Member’s Shares in whole or in part. Upon such assignment of Shares, the assignee shall become, in substitution for and to the exclusion of the assignor, a Member, with all of the rights and powers, and subject to all of the restrictions and liabilities, of a Member.

3.3 Additional Members. Additional Persons may be admitted to the Company as Members, and Shares may be issued to those Persons and to existing Members, at such times and on such terms and conditions as the Members may determine from time to time.

3.4 No Capital Contributions. No Member shall be required to make capital contributions or otherwise have any liability to make payments to the Company; provided, however, that Shares shall not be issued for consideration having value of less than $1.00 per share; and provided further, that the Member shall be required to make the initial capital contribution set forth on Schedule 1 within 60 days after the date of this Agreement.

3.5 Scope of Members’ Authority. Except as otherwise expressly provided for in this Agreement, no Member shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Member or the Company.

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ARTICLE 4

PROFITS AND LOSSES; DISTRIBUTIONS

4.1 Allocations of Profits and Losses. All items of Company income, gain (whether realized or unrealized, and including gains of a capital nature), loss, deduction, credit or the like will be allocated among the Members pro rata in accordance with their respective ownership of Shares.

4.2 Distributions to Members. Distributions of cash or other assets may be made to the Members from time to time as approved by the Members. All distributions made will be made to the Members pro rata in accordance with their respective ownership of Shares.

ARTICLE 5

MANAGEMENT OF THE COMPANY

5.1 Management of the Company.

(a) The Company’s business and affairs shall be managed and controlled by its Managers. The Managers shall be authorized to exercise all such powers of the Company, and to do all such lawful acts and things, as are not by law or by this Agreement directed or required to be exercised or done by the Members; provided, however, the Authorized Member(s) may, in its sole discretion, approve or disapprove any matter or take any action related to the business and affairs of the Company, except as otherwise provided in this Agreement or the Act.

(b) The Managers shall be appointed by the Authorized Member(s). The name of each Manager shall be as set forth on Schedule 2 hereof, as amended.

(c) Each Manager shall serve until a successor is elected or qualified or until his or her earlier death, resignation or removal.

5.2 Action by the Managers. All actions taken on behalf of the Company by a Manager may be approved by the affirmative vote of a majority of the Managers. Regular meetings of the Managers may be held at such times and places as the Managers may determine. Special meetings of the Managers may be called by any Member or any two Managers acting together on not less than one business day’s prior written notice delivered to each of the Managers and specifying the nature of any business to be transacted at such special meeting. A Manager may waive notice of any meeting, whether before or after the date of such meeting and attendance by a Manager at a meeting shall constitute a waiver of notice by such Manager. A majority of the total number of Managers shall constitute a quorum for the transaction of business at any meeting of the Managers. Managers may participate in any meeting via teleconference or similar means of communications equipment by which all individuals participating in the meeting can hear one another and such participation shall constitute presence in person at the meeting. Any action required or permitted to be taken at any meeting of the Managers may be taken by a written consent without a meeting, without prior notice and without a vote. The written consent shall set forth the action to be taken and shall be signed by such Managers as are sufficient under the provisions of this Agreement to authorize or take such action at a meeting of the Managers.

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5.3 Action by the Authorized Member(s). Any action taken by Authorized Member(s) shall be deemed to be duly authorized in all respects. Any action taken by the Members acting unanimously, as evidenced by the signature of each such Member, shall be deemed to be duly authorized in all respects.

5.4 Resignation of a Manager. Any Manager may resign at any time by giving written notice to the Members.

5.5 Removal of a Manager. Any Manager may be removed at any time with or without cause by the affirmative vote of the Members holding not less than a majority of the issued and outstanding Shares of the Company.

5.6 No Compensation. No Manager shall be entitled to receive compensation for his or her service as a Manager.

ARTICLE 6

TRANSACTIONS; OTHER ACTIVITIES

6.1 Business Pursuits of Members. The Members shall be obligated by reason of this Agreement to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives and the responsibilities undertaken or assigned to the Members. Except as otherwise provided in this Agreement or in any other written agreement by which any Member may be bound, this Agreement shall not preclude or limit in any respect the right of any Member to engage in or invest in any business activity of any nature or description. Any such permitted activity may be engaged in independently or with other Members. No Member shall have the right, by virtue of this Agreement or the relationship created hereby, to any interest in such other permitted ventures or activities or to the income or proceeds derived therefrom by any other Member. Except as otherwise provided in this Agreement or in any other written agreement by which any Member may be bound, the pursuit of such permitted ventures shall not be deemed wrongful or improper and any Member shall have the right to participate in or to recommend to others any investment opportunity.

6.2 Title to Company Property. All property of the Company, whether real or personal, tangible or intangible, shall be owned by the Company as an entity, and no Member shall have any direct ownership interest in such property. The title to all such property shall be held in the name of the Company and all securities shall be registered in the name of the Company.

6.3 Liability of the Company. Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member or Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.

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6.4 Liability of the Managers. Except as otherwise provided in the Act, no Manager shall be liable to the Member(s) for any loss or damage sustained by the Member(s), unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

ARTICLE 7

OFFICERS AND AGENTS; SIGNATORY AUTHORITIES

7.1 Officers. The officers of the Company, if any, shall be as set forth on Schedule 3, as amended. Except as otherwise indicated in this Article 7, the Managers may, from time to time, elect or appoint a president, one or more vice presidents, a secretary, a treasurer, and other officers and agents as the Managers deem necessary or advisable. Any two or more such offices may be held by the same person.

7.2 Rights; Obligations; Authority. Election or appointment of a Person as an officer or agent of the Company shall not itself create contract rights in such Person. All delegations of authority to officers of the Company under this Article 7 shall be nonexclusive, and the Managers shall retain all powers and duties vested in them under Article 5 hereof and the Act. The Company may indemnify or advance expenses to any officer or agent elected or appointed by the Managers in accordance with or pursuant to any other law, agreement, vote or Consent of the Managers.

7.3 Removal. Any officer or agent elected or appointed by the Managers may be removed by the Managers whenever, in the judgment of the Managers, the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Person so removed.

7.4 Execution of Contracts. The Managers may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

7.5 President. The President shall, subject to the direction and control of the Managers, in general supervise and control the operations of the Company. The President shall preside at all meetings of the Managers or the Members. The President may sign any deeds, mortgages, bonds, contracts or other instruments on behalf of the Company, except in cases where the execution thereof shall be expressly delegated by the Managers, the Members or by this Agreement to some other officer or agent of the Company or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of the President of the Company and such other duties as may be prescribed from time to time by the Managers.

7.6 Vice Presidents. The Managers may elect or the President may appoint one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and the Vice President, when so acting, shall have all of the powers and be subject to all the

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restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or the Managers. The authority of Vice Presidents to sign in the name of the Company deeds, mortgages, bonds, contracts or other instruments shall be coordinate with like authority of the President.

7.7 Treasurer. The Managers may elect or the President may appoint a Treasurer. If required by the Managers, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Managers shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of this Agreement. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Managers.

7.8 Secretary. The Managers may elect or the President may appoint a Secretary. The Secretary shall: (a) keep records of Company action, including the minutes of meetings of the Managers or the Members in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company records and of the seal, if any, of the Company; (d) keep a register of the post office address of each Member which shall be furnished to the Secretary by such Member; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Managers.

7.9 Assistant Secretaries. The Managers may elect or the President may appoint one of more Assistant Secretaries. In the absence of a Secretary or in the event of the Secretary’s inability or refusal to act, the Assistant Secretary (or Assistant Secretaries in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Secretary and when so acting, shall have all of the powers and be subject to all the restrictions upon the Secretary. Each Assistant Secretary shall perform such other duties as from time to time may be assigned to such Assistant Secretary by the Secretary.

ARTICLE 8

FISCAL YEAR; BOOKS AND RECORDS; BANK ACCOUNTS

8.1 Bank Accounts. The funds of the Company shall be deposited in such federally insured bank account or accounts or other financial intermediary as the Managers in their discretion determine are required, and the Managers shall arrange for the appropriate conduct of such accounts.

8.2 Books and Records. There shall be kept and maintained full and accurate books respecting the business of the Company at the Company’s principal place of business or such other location as the Managers may determine showing all receipts and expenditures, assets and liabilities, profits, losses and distributions, and all other records reasonably necessary or appropriate for recording the Company’s business affairs.

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8.3 Fiscal Year. The fiscal year of the Company shall end on the last day of December.

ARTICLE 9

REGISTRATION OF SHARES

9.1 Shares. Each Member’s Shares shall be recorded on Schedule 1 of this Agreement, as amended. Shares shall be uncertificated. The Company shall keep and maintain or cause to be kept and maintained a register in which, subject to such regulations as the Company may adopt, the Company will provide for the registration of Shares and the registration of transfers of Shares. The books of the Company shall be conclusive evidence of the ownership of all Shares. Subject to the other terms of this Agreement, the Shares in the Company shall be transferable on the books of the Company by the record holder thereof or by its duly authorized agent upon delivery to the Company of a duly executed instrument of transfer, and such other instruments as the Company may reasonably require and such evidence of the genuineness of the execution and authorization of the foregoing as may be required by the Company. Subject to the terms of this Agreement, upon delivery of the foregoing instruments and compliance with the foregoing conditions, the transfer shall be recorded on the books of the Company. Until a transfer is so recorded, the owners of record of Shares shall be deemed to be the owners for all purposes hereunder and neither any Member nor the Company shall be affected by any notice of a proposed transfer.

ARTICLE 10

DISSOLUTION, LIQUIDATION AND TERMINATION

10.1 Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:

(a) the written Consent of the Authorized Members;

(b) the unanimous written Consent of the Managers; or

(c) entry of a decree of judicial dissolution of the Company under the Act.

10.2 Liquidation and Termination. On dissolution of the Company, the Company shall appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and under the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managers. The steps to be accomplished by the liquidator are as follows:

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(a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation or otherwise make adequate provisions for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(c) all remaining assets of the Company shall be distributed to the Members in accordance with their respective ownership of Shares.

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 10.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member with respect to its Shares and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

10.3 Articles of Dissolution. On completion of the distribution of Company assets as provided herein, the Company is terminated, and any Member (or such other Person or Persons as the Act may require or permit) shall file Articles of Dissolution with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.

10.4 Events of Bankruptcy. Notwithstanding anything to the contrary contained in this Agreement, none of the events described in §18-304 of the Act shall cause a Member to cease to be a Member of the Company and, upon the occurrence of any such event, the Company shall continue without dissolution.

ARTICLE 11

MISCELLANEOUS

11.1 Binding Agreement. Subject to the provisions set forth herein, this Agreement shall inure to the benefit of and be binding upon the Members and their respective heirs, executors, legal representatives, successors and assigns. Whenever in this instrument a reference to any Member is made, such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors and assigns of each Member.

11.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

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11.3 Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other Person or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

11.4 Entire Agreement. This Agreement, unless subsequently amended, contains the final and entire Agreement of the parties hereto and supersedes any prior written or oral agreement with respect to the subject matter contained herein.

11.5 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.6 Governing Law. THIS AGREEMENT IS MADE AND SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF CONFLICT OF LAW PRINCIPLES THEREOF.

11.7 Amendment. This Agreement may be amended or modified upon the Consent of the Authorized Member(s); provided, however, that any amendment or modification that materially and adversely affects a Member’s economic interest in the Company shall not be effective as to such Member without the Consent of such Member.

11.8 Conflict of Interest; No Implied Duties. To the extent that, at law or in equity, the Members holding more than 50% of the Shares have duties (including fiduciary duties) and liabilities relating to the Company or any other Member, such Members shall not be liable to the Company or to any other Member for its good faith reliance on the provisions of this Agreement, which, to the extent that they restrict the duties and liabilities or rights and powers otherwise existing at law or in equity, are agreed by the Members to replace such other duties, liabilities, rights and powers. No Member shall be required to act hereunder as its sole and exclusive business activity and any Member may have other business interests and engage in other activities in addition to those relating to the Company, including those which might compete with the Company. Neither the Company nor any Member shall have any right by virtue of this Agreement in or to any other interests or activities or to the income or proceeds derived therefrom. A Member may transact business with the Company and, subject to applicable laws, has the same rights and obligations with respect thereto as any other Person. No transaction between a Member, its Affiliates, and the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction.

11.9 Notices. Any Notice to the Members required under the terms of this Agreement shall be sent to their respective addresses, as set forth on the register of Members maintained by the Company. All Notices and copies thereof provided for herein shall be hand delivered with

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receipt therefor, sent by overnight courier service with receipt therefor, or sent by certified or registered mail, return receipt requested, and first-class postage prepaid. Changes of address may be given to the Company and the Members by Notice given in accordance with the terms of this Section 11.9. Time periods shall commence on the date that such Notice is delivered or attempted to be delivered if receipt thereof is refused by the recipient. Any Notice that is required to be given within a stated period of time shall be considered timely made or given if delivered or postmarked before 11:59 p.m. local time, on the last day of such period.

11.10 References. References herein to the singular shall include the plural and to the plural shall include the singular, and references to one gender shall include the others, except where the same shall not be appropriate

11.11 Titles and Captions. Section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the content of this Agreement.

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IN WITNESS WHEREOF, the undersigned Sole Member has executed this Agreement as of the date and year first above written.

TRONOX WORLDWIDE PTY LIMITED
By:	/s/ Michael J. Foster
	Name: Michael J. Foster
	Title: Director

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Schedule 1

Members

(As of November 13, 2012)

Name/Address	Capital Contribution		Shares
Tronox Worldwide Pty Limited One Brodie Hall Drive Bentley, Western Australia 6102	$	100		100
Total	$	100		100

Schedule 2

Managers of the Company

Michael J. Foster

John D. Romano

Schedule 3

Officers of the Company

John D. Romano	President
Michael J. Foster	Vice President & Secretary
Daniel D. Greenwell	Vice President
John Merturi	Vice President & Treasurer
Matthew A. Paque	Vice President & Assistant Secretary

EX-3.18

Exhibit 3.18

Constitution of Tronox

Sands Holdings Pty

Limited

ACN

Blake Dawson

Level 26

181 William Street

Melbourne VIC 3000

Australia

T     61 3 9679 3000

F      61 396793111

Reference

MMCD 032031 2954

©Blake Dawson 2011

Blake Dawson

Contents

1.	PRELIMINARY		1
	1.1	Proprietary company	1
	1.2	Replaceable rules	1
	1.3	Definitions	1
	1.4	Interpretation of this document	2
	1.5	Single Director Company	3
2.	DIRECTORS		3
	2.1	Number of Directors	3
	2.2	Appointment of Directors	3
	2.3	No share qualification	4
	2.4	Cessation of Director’s appointment	4
	2.5	Removal from office	4
	2.6	Too few Directors	4
	2.7	Vacation of office by Sole Director	4
3.	ALTERNATES		5
	3.1	Appointment of Alternate	5
	3.2	Notice of Board meetings	5
	3.3	Obligations and entitlements of Alternates	5
	3.4	Termination of appointment	5
	3.5	Appointments and revocations in writing	5
4.	POWERS OF THE BOARD		6
	4.1	Powers generally	6
	4.2	Exercise of powers	6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
	6.1	Appointment and power of Managing Director	6
	6.2	Termination of appointment of Managing Director	6
7.	DELEGATION OF BOARD POWERS		7
	7.1	Power to delegate	7
	7.2	Power to revoke delegation	7
	7.3	Terms of delegation	7
	7.4	Proceedings of committees	7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
	8.1	Compliance with duties under the Act and general law	7
	8.2	Director can hold other offices etc	7
	8.3	Disclosure of interests	7
	8.4	Director interested in a matter	8
	8.5	Agreements with third parties	8
	8.6	Directors acting in the best interests of the holding company	8

Blake Dawson

9.	DIRECTORS’ REMUNERATION		8
	9.1	Remuneration of Executive Directors	8
	9.2	Remuneration of non-executive Directors	8
	9.3	Additional Remuneration for extra services	9
	9.4	Expenses of Directors	9
	9.5	Subsidiaries of Listed Corporations	9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
	10.1	Indemnity	9
	10.2	Insurance	10
	10.3	Former officers	10
	10.4	Deeds	10
11.	BOARD MEETINGS		10
	11.1	Convening Board meetings	10
	11.2	Notice of Board meeting	10
	11.3	Use of technology	10
	11.4	Chairing Board meetings	10
	11.5	Quorum	11
	11.6	Majority decisions	11
	11.7	Procedural rules	11
	11.8	Written resolution	11
	11.9	Additional provisions concerning written resolutions	11
	11.10	Valid proceedings	11
	11.11	Single Director Company	12
12.	MEETINGS OF MEMBERS		12
	12.1	Calling meetings of Members	12
	12.2	Notice of meeting	12
	12.3	Short notice	12
	12.4	Postponement or cancellation	12
	12.5	Fresh notice	12
	12.6	Notice to joint holders of shares	12
	12.7	Technology	13
	12.8	Accidental omission	13
	12.9	Class meetings	13
13.	PROCEEDINGS AT MEETINGS OF MEMBERS		13
	13.1	Member present at meeting	13
	13.2	Quorum	13
	13.3	Quorum not present	13
	13.4	Chairing meetings of Members	13
	13.5	Attendance by auditor and Directors	14
	13.6	Members rights suspended while call unpaid	14
	13.7	Adjournment	14
	13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES		14
	14.1	Appointment of proxies	14
	14.2	Member’s attorney	14
	14.3	Deposit of proxy appointment forms and powers of attorney	14
	14.4	Corporate representatives	15
	14.5	Appointment for particular meeting, standing appointment and revocation	15
	14.6	Position of proxy or attorney if Member present	15
	14.7	Priority of conflicting appointments of attorney or representative	15

Blake Dawson

	14.8	More than two current proxy appointments	15
	14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE		16
	15.1	Number of votes	16
	15.2	Votes of joint holders	16
	15.3	Voting restrictions	16
	15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT		17
	16.1	Method of voting	17
	16.2	Demand for a poll	17
	16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS		17
	17.1	Written resolutions	17
	17.2	Signature of resolutions	18
18.	SECRETARY		18
	18.1	Appointment of Secretary	18
	18.2	Terms and conditions of office	18
	18.3	Cessation of Secretary’s appointment	18
	18.4	Removal from office	18
19.	MINUTES		18
	19.1	Minutes must be kept	18
	19.2	Minutes as evidence	19
	19.3	Inspection of minute books	19
20.	COMPANY SEALS		19
	20.1	Common seal	19
	20.2	Use of seals	19
	20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT		19
	21.1	Company to keep financial records	19
	21.2	Financial reporting	20
	21.3	Audit	20
	21.4	Inspection of financial records and books	20
22.	SHARES		20
	22.1	Issue at discretion of Board	20
	22.2	Preference and redeemable preference shares	20
	22.3	Brokerage and commissions	20
	22.4	Surrender of shares	20
23.	CERTIFICATES		21
	23.1	Issue of share certificate	21
	23.2	Multiple certificates and joint holders	21
	23.3	Lost and worn out certificates	21

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24.	REGISTER		21
	24.1	Joint holders	21
	24.2	Nominee holders	21
	24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES		22
	25.1	Fixed installments	22
	25.2	Prepayment of calls	22
	25.3	Calls made by Board	22
	25.4	Classes of shares	22
	25.5	Obligation to pay calls	22
	25.6	Called Amounts	23
	25.7	Proof of call	23
	25.8	Forfeiture notice	23
	25.9	Forfeiture	23
	25.10	Disposal and reissue of forfeited shares	23
	25.11	Notice of forfeiture	24
	25.12	Cancellation of forfeiture	24
	25.13	Effect of forfeiture	24
	25.14	Application of proceeds	24
26.	COMPANY LIENS		24
	26.1	Existence of liens	24
	26.2	Sale under lien	24
	26.3	Indemnity for payments required to be made by the Company	25
27.	DIVIDENDS		25
	27.1	Accumulation of reserves	25
	27.2	Payment of dividends	25
	27.3	Amount of dividend	26
	27.4	Prepayments and payments during dividend period	26
	27.5	Dividends in kind	26
	27.6	Payment of dividend by way of securities in another corporation	26
	27.7	Method of payment	26
	27.8	Joint holders’ receipt	27
	27.9	Retention of dividends by Company	27
	27.10	No interest on dividends	27
28.	TRANSFER OF SHARES		27
	28.1	Instrument of transfer	27
	28.2	Delivery of transfer and certificate	27
	28.3	Refusal to register transfer	27
	28.4	Transferor remains holder until transfer registered	28
	28.5	Powers of attorney	28
29.	TRANSMISSION OF SHARES		28
	29.1	Death of joint holder	28
	29.2	Death of single holder	28
	29.3	Transmission of shares on insolvency or mental incapacity	28
	29.4	Refusal to register holder	29

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30.	SHARE CAPITAL		29
	30.1	Capitalisation of profits	29
	30.2	Adjustment of capitalised amounts	29
	30.3	Conversion of shares	29
	30.4	Reduction of capital	29
	30.5	Payments in kind	30
	30.6	Payment in kind by way of securities in another corporation	30
	30.7	Variation of rights	30
31.	WINDING UP		30
	31.1	Entitlement of Members	30
	31.2	Distribution of assets generally	30
	31.3	No distribution of liabilities	31
	31.4	Distribution not in accordance with legal rights	31
32.	NOTICES		31
	32.1	Notices by Company	31
	32.2	Overseas Members	31
	32.3	When notice is given	31
	32.4	Business days	32
	32.5	Notice to joint holders	32
	32.6	Counting days	32
33.	UNCLAIMED MONEY		32
SCHEDULE - TERMS OF ISSUE OF PREFERENCE SHARES			33

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Constitution of Tronox Sands Holdings Pty Limited

Tronox Sands Holdings Pty Limited

ACN

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

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Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.37) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter; Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

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may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and Subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

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7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation, of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership: or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

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8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interest of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

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(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board arid for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

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In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing.

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

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11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. lf an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

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11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply: and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2. Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to Section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

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12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) if any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

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13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

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14.4 Corporate representatives

A Member that is a body corporate may appoint an individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a). an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one vote; and

(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

(b) Members entitled to cast at least 5% of the votes that may he cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or hold if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) If the Company has more than one Member, signed in the manner set out in section 249A.

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17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

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(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251 B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

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(b) would enable true and fair financial statements to be prepared and audited, and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section. 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed), The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

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23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more Joint holders and may deliver the certificate to any of those joint holders.

23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

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(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

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25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and reissue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

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25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

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(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

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27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

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(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

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28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

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If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares, Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into en ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.l;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

Blake Dawson

30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of Issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

Blake Dawson

(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

Blake Dawson

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

Blake Dawson

Schedule

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA = AP x DR x N

        365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

Blake Dawson

Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the Issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

Blake Dawson

5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act., the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32 3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a Member of the Company with effect from registration as evidence of that person’ s agreement to the terms of this constitution.

Blake Dawson

SIGNED for TRONOX GLOBAL HOLDINGS PTY LTD by its duly authorised officer, in the presence of:	/s/ Michael J. Foster
	Signature of officer
/s/ Catherine R. Liebelt	Michael J. Foster, Director
Signature of witness	Name
Catherine R. Liebelt
Name

EX-3.19

Exhibit 3.19

CORPORATIONS LAW

KMCC WESTERN AUSTRALIA PTY LTD

ACN 009 331 195

MEMORANDUM AND

ARTICLES OF ASSOCIATION

CORPORATIONS LAW

MEMORANDUM OF ASSOCIATION

of

KMCC WESTERN AUSTRALIA PTY LTD

1. The name of the Company is KMCC Western Australia Pty. Ltd.

2. Subject to the Corporations Law, the Company shall have the rights, the powers and the privileges of a natural person and the additional powers specified in section 161 of the Corporations Law. In this paragraph, “the Corporations Law” means the Corporations Law as from time to time amended or re-enacted and in force.

3. The liability of each member is limited to the amount (if any) unpaid on each share held by him.

4. The nominal capital of the Company is $15,000,000 divided into 10,000,000 ordinary shares of $1.00 par value each and 5,000,000 Redeemable Preference Shares of $1.00 par value each, to be issued at a premium of $99.00 each, having the rights and being issued on the terms and conditions contained in Article 2.5 of the Articles of Association of the Company.

ARTICLES OF ASSOCIATION

of

KMCC WESTERN AUSTRALIA PTY. LTD.

ACN 009 331 195

TABLE OF CONTENTS

Clause		Page
1.	TABLE A, INTERPRETATION & PROPRIETARY COMPANY		1
1.1	Table A Not Applicable		1
1.2	Definitions		1
1.3	Corporations Law Definitions		2
1.4	Number and Gender		2
1.5	Headings		2
1.6	Proprietary Company		2
2.	SHARE CAPITAL AND VARIATION OF RIGHTS		2
2.1	Nominal Capital		2
2.2	Issue of Shares		3
2.3	Entitlement to New Shares		3
2.4	Classes of Shares		3
2.5	Preference Shares		3
2.6	Recognition of Trusts		6
2.7	Unregistered Interests		6
2.8	Share Certificate		6
3.	LIEN		6
3.1	Unpaid Calls		6
3.2	Other Moneys Due to the Company		6
3.3	Exemptions		6
3.4	Dividends		6
3.5	Sale of Shares		7
3.6	Restrictions on Sale		7
3.7	Person Authorised to Sign Transfers		7
3.8	Proceeds of Sale		7
4.	CALLS ON SHARES		7
4.1	Calls		7
4.2	Making of Call		7
4.3	Joint Liability		8
4.4	Interest		8
4.5	Deemed Calls		8
4.6	Differentiation Between Shareholders		8
4.7	Payments in Advance of Calls		8
5.	FORFEITURE OF SHARES		8
5.1	Failure to Pay Call		8
5.2	Forfeiture		8
5.3	Sale of Forfeited Share		9
5.4	Continuing Liability		9
5.5	Officer’s Statement Conclusive		9
5.6	Procedures		9
6.	TRANSFER OF SHARES		9
6.1	General		9
6.2	Registration of Transfers		9
6.3	Form of Transfers		10
6.4	Procedure for Registration		10
6.5	Refusal to Register		10

TABLE OF CONTENTS

Clause		Page
6.6	Suspension of Registrations		10
7.	TRANSMISSION OF SHARES		10
7.1	Death of Shareholder Leaving a Will		10
7.2	Death or Bankruptcy of Shareholder		10
7.3	Registration by Transmission or to Beneficiary		10
7.4	Death of a Joint Holder		11
7.5	Joint Personal Representatives		11
8.	CHANGES TO CAPITAL STRUCTURE		11
8.1	Alteration of Capital		11
8.2	Power to Buy Back Shares		11
9.	GENERAL MEETINGS		12
9.1	Convening of General Meetings of Shareholders		12
9.2	Notice		12
9.3	Annual General Meeting		12
10.	PROCEEDINGS AT GENERAL MEETINGS - TWO OR MORE SHAREHOLDERS		12
10.1	Quorum		12
10.2	Persons Entitled to Attend a General Meeting		12
10.3	Chairman and Casting Vote		13
10.4	Adjournment		13
10.5	Notice of Adjourned Meeting		13
10.6	Voting Rights		13
10.7	Voting-Show of Hands		13
10.8	Results of Voting		13
10.9	Poll		13
10.10	Voting by Joint Holders		14
10.11	Shareholder under Disability		14
10.12	Payment of Calls		14
10.13	Objection to Voting		14
10.14	Proxies		14
10.15	Proxy Votes		15
10.16	Representatives of Corporate Shareholders		15
11.	PROCEEDINGS - WHERE A SINGLE SHAREHOLDER		15
12.	APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS		15
12.1	Number of Directors		15
12.2	Appointment and Removal of Directors		15
12.3	Additional Directors		16
12.4	Alternate Directors		16
12.5	Vacation of Office		17
12.6	Remuneration		17
12.7	No Share Qualification		17
13.	POWERS AND DUTIES OF DIRECTORS		17
13.1	Management of the Company		17
13.2	Borrowing Powers		17
13.3	Attorneys		17
13.4	Cheques, etc.		18

TABLE OF CONTENTS

Clause		Page
14.	PROCEEDING OF DIRECTORS - MORE THAN ONE DIRECTOR		18
14.1	Convening a Meeting		18
14.2	Procedure at Meetings		18
14.3	Chairman		18
14.4	Quorum		18
14.5	Majority Decisions		18
14.6	Casting Vote		18
14.7	Continuing Directors May Act		18
14.8	Committees		19
14.9	Written Resolutions		19
14.10	Meeting by Instantaneous Communication Device		19
14.11	Procedure at Meetings by Instantaneous Communication Device		19
14.12	Minutes		20
14.13	Definition		20
14.14	Defective Appointment		20
14.15	Executive Directors		20
14.16	Directors’ Other Interests		20
14.17	Accountability of Directors		20
14.18	Contracts Involving Directors		20
14.19	Extent of Interests in Contracts		20
14.20	Section 231 of Corporations Law		21
14.21	Voting of Directors		21
15.	PROCEEDINGS OF DIRECTORS - WHERE ONE DIRECTOR		21
16.	MANAGING DIRECTOR		21
16.1	Appointment		21
16.2	Remuneration		21
16.3	Powers		21
17.	SECRETARY		21
18.	SEAL		22
19.	ACCOUNTS AND RECORDS		22
19.1	Accounting Records to be Kept		22
19.2	Inspection		22
20.	MINUTES		22
20.1	Minutes to be Kept		22
20.2	Signature of Minutes		22
20.3	Requirements of the Corporations Law		23
21.	DIVIDENDS AND RESERVES		23
21.1	Dividends		23
21.2	Interim Dividend		23
21.3	Dividends Only Payable from Profits		23
21.4	No Interest		23
21.5	Reserves		23

TABLE OF CONTENTS

Clause		Page
22.	CAPITALISATION OF PROFITS		23
22.1	Capitalisation		23
22.2	Application of Capitalised Amounts		23
22.3	Procedures		24
23.	NOTICES		24
23.1	Service		24
23.2	Service by Post		24
23.3	Notice to Joint Holders		24
23.4	Notices to Personal Representatives and Others		24
23.5	Persons Entitled to Notice of General Meetings		24
24.	WINDING UP		25
24.1	Distribution in Kind		25
24.2	Distribution to be in Proportion to Nominal Share Capital Paid-Up		25
24.3	Trust for Shareholders		25
25.	OFFICERS: INDEMNITIES AND INSURANCE		25
25.1	Indemnities		25
25.2	Insurance		26
25.3	Interpretation		26

CORPORATIONS LAW

ARTICLES OF ASSOCIATION

of

KMCC WESTERN AUSTRALIA PTY LTD

1. TABLE A, INTERPRETATION & PROPRIETARY COMPANY

1.1 Table A Not Applicable

The regulations contained in Table A of Schedule 1 to the Corporations Law shall not apply to this Company.

1.2 Definitions

In these Articles, unless the context otherwise requires -

“Articles” means these Articles as altered or added to from time to time.

“Corporations Law” and “Corporations Regulations” have the meanings given to them by Part 3 of the Corporations (Western Australia) Act 1990 and references to the Corporations Law and the Corporations Regulations have the effect given to them by section 13 of that Act.

“the Company” means this company as it is from time to time named in accordance with the Corporations Law.

“the Directors” means the director or directors of the Company from time to time or such number of them as have authority to act for the Company (including any alternate director duly acting as such).

“Memorandum” means the Company’s Memorandum of Association as altered from time to time.

“Officer” means any Director or Secretary of the Company.

“Prescribed Rate” means, for the purposes of the interest rate referred to in Articles and, the rate of 18% per annum, or such other rate as may from time to time be fixed by the Directors.

“Register of Shareholders” means the register of Shareholders kept by the Company as required by the Corporations Law.

“Registered Office” means the registered office of the Company in the State of Western Australia.

“Related Company” means a company which, by virtue of the provisions of section 50 of the Corporations Law, is deemed to be related to the Company, and related has a corresponding meaning.

“Representative” means a person authorised to act as a representative of a corporation under Article 10.16.

1

“Share” means a share in the capital of the Company.

“Shareholder” means a person or company registered in the Register of Shareholders as the holder of one or more shares, and includes any person who or company that is a member of the Company in accordance with or for the purposes of the Corporations Law.

“Seal” means the common seal of the Company.

“Secretary” means any person appointed to perform the duties of a secretary of the Company.

“State” means the State of Western Australia.

1.3 Corporations Law Definitions

Any word or expression defined in or for the purposes of the Corporations Law shall, unless otherwise defined in Article 1.2 or the context otherwise requires, have the same meaning when used in these Articles, and the rules of interpretation specified in or applicable for the purposes of the Corporations Law shall, unless the context otherwise requires, apply in the interpretation of these Articles.

1.4 Number and Gender

Words in the singular include the plural and vice versa, and words importing any gender shall include each other gender.

1.5 Headings

Headings are inserted in these Articles for convenience only and shall not affect the interpretation of these Articles.

1.6 Proprietary Company

The Company is a proprietary company, and accordingly:-

(a) the number of its Shareholders for the time being is limited to not more than 50, counting joint holders of shares as one person, and not counting any person in the employment of the Company or any of its subsidiaries, or any person who, while so employed and thereafter has continued to be, a Shareholder of the Company; and

(b) must not engage in any activity that would require the lodgment of a prospectus under Part 7.12 of the Corporations Law or a corresponding law.

2. SHARE CAPITAL AND VARIATION OF RIGHTS

2.1 Nominal Capital

The nominal capital of the Company is $15,000,000 divided into 10,000,000 ordinary shares of $1.00 par value each and 5,000,000 Redeemable Preference Shares of $1.00 par value each, to be issued at a premium of $99.00 each, having the rights and being issued on the terms and conditions contained in Article 2.5 of the Articles of Association of the Company.

2

2.2 Issue of Shares

Subject to Article 2.3, and without prejudice to any special rights previously conferred on the holders of any existing Shares or class of Shares, all unissued Shares shall, until their issue, be under the control of the Directors. Subject to the Corporations Law and these Articles, the Directors may at any time and from time to time issue such number of Shares, either as ordinary Shares or Shares of a named class or classes (being either an existing class or a new class), and with such preferred, deferred, or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, and whether as preference Shares that are or at the option of the Company are liable to be redeemed, as the Directors shall in their absolute discretion determine.

2.3 Entitlement to New Shares

Except when all the Directors otherwise agree or the Company in general meeting by resolution otherwise decides, all Shares shall, before issue, be offered to existing Shareholders in proportion, as nearly as circumstances admit, to the Shares already held by them. The offer shall be made by notice specifying the number of Shares offered, and limiting the time (not being less than seven days) within which the offer, if not accepted, will be deemed to be declined. After expiration of that time, or on receipt of an intimation from the person to whom the offer is made that he declines to accept the Shares offered, the Directors may dispose of those Shares in such manner as they shall in their absolute discretion determine.

2.4 Classes of Shares

If at any time the share capital is divided into different classes of Shares:-

(a) unless otherwise provided by the terms of issue of the Shares of that class the rights attached to any class, may be varied with the consent in writing of the holders of three-quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of the class, whether or not the Company is being wound up; and

(b) the provisions of these Articles relating to general meetings shall apply, so far as they are capable of application, and with necessary alterations, to every such separate meeting, except that a quorum shall be constituted by two persons who together hold or represent by proxy one-third of the issued Shares of the same class.

2.5 Preference Shares

The Company may create Preference Shares with such rights and upon such terms as shall be incorporated in those Articles by a duly passed amendment thereto. The Company may at any time issue further Preference Shares ranking equally in all respects with other Preference Shares already issued, in which event the rights of the Preference Shares already issued shall be deemed not to have been varied by the further issue.

(a) In this Article, except to the extent that such interpretation shall be excluded by or be repugnant to the context:

“Business Day” means a business day on which banks (as defined in section 5(1) of the Banking Act 1959, as amended, of the Commonwealth of Australia) in Perth are open for business.

3

“Preference Shares” means the Redeemable Preference Shares of $1.00 par value each in the capital of the Company.

“Premium” means a premium of $99.00 payable in respect of each Preference Share upon issue.

“Redemption Amount” means an amount per Preference Share equal to the par value and premium paid up in respect of such Preference Share.

“Redemption Date” means the date, if it is not a Business Day, the first Business Day after such date, fifty (50) years from the date of issue of the Preference Shares.

(b) Subject to this Article, Preference Shares shall be under the control of the directors who may allot or otherwise dispose of the same to such persons and otherwise on such terms and conditions and at such times as the directors think fit.

Pursuant to section 197(8) of the Corporations Law, the rights conferred by each Preference Share, irrespective of its date of issue, shall rank pari passu with each other Preference Share and any allotment or further allotment of the Preference Shares shall not be deemed to be a variation or abrogation of the rights attached to any existing Preference Shares or other existing redeemable Preference Shares in the capital of the Company.

(c) The Preference Shares shall confer upon the holders thereof such rights and shall be issued upon such terms and conditions as are set out in this Article notwithstanding anything to the contrary contained in the Articles of Association of the Company.

(d) The Preference Shares shall confer on the holders thereof the rights on redemption and in a winding up to payment in cash of the capital for the time being paid up thereon together with Premium paid in respect thereof and any dividends payable in respect of the Preference Shares in priority to any other class of shares. The Preference Shares shall confer on the holders thereof the right to be paid dividends in accordance with this Article out of the profits of the Company in priority to any other class of shares. The Preference Shares shall not confer on the holders thereof any further right to participate in surplus assets or profits.

(e) The certificate issued by the Company for each Preference Share shall specify in respect of that Preference Share:

(i) the Redemption Amount;

(ii) the Redemption Date;

(iii) such other matters as the directors may require.

(f) The holder of each Preference Share shall upon redemption be bound to surrender such certificate to the Company and the Company shall thereupon pay to him or at his direction the Redemption Amount together with any dividends payable in respect of the preference shares then due or accrued or unpaid.

(g) The Company shall, in accordance with section 191 of the Corporations Law, transfer to an account to be called the “share premium account” a sum equal to the aggregate amount of the Premiums received by the Company in respect of each

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Preference Share and the Company shall not apply such share premium account so long as there are any Preference Shares on issue other than in providing for repayment on redemption of the Premiums raised in respect of such Preference Shares as provided in this regulation.

(h) The Preference Shares shall not entitle the holders thereof to vote at any general meeting of the Company except:

(i) upon a proposal to reduce the share capital of the Company;

(ii) upon a proposal that affects rights attached to the Preference Shares;

(iii) upon a proposal to wind up the Company;

(iv) during the winding up of the Company;

(v) during a period after Dividends have been in arrears for more than 30 days; or

(vi) during a period after the Company has failed to redeem Preference Shares in accordance with sub-Article (i) or (k).

In the event that the holders of the Preference Shares shall be entitled to vote, every such holder present in person or by proxy or attorney shall have one vote by a show of hands. In the case of a poll every such holder present in person or by proxy or attorney shall have one vote for every Preference Share held by him. Where a corporation being such a holder is present by attorney or proxy or representative, such attorney or proxy or representative shall be entitled to vote for such corporation on a show of hands.

(i) Notwithstanding that each certificate shall contain the Redemption Date relevant to the Preference Shares referred to therein and any other provision contained in these Articles regarding early redemption of the Preference Shares, the Company will forthwith redeem all Preference Shares on issue upon the occurrences of any of the following events:

(i) the Company by any act or omission causing a material breach of any of the provisions of its Articles of Association which might or would adversely affect or materially endanger the rights of the holders of the Preference Shares;

(ii) the appointment of a liquidator, receiver or official manager to the Company.

(j) The holders of the Preference Shares shall be entitled to the payment of such dividends as the directors shall determine.

(k) Subject to the provisions of the Corporations Law, Company shall redeem each Preference Share on the Redemption Date or on such other date stipulated by resolution of the directors in their absolute discretion, whichever is the earlier in time.

(l) Each holder of a Preference Share shall upon redemption thereof be bound to surrender to the Company the certificate for the Preference Shares to be redeemed. Failure by any holder of a Preference Share to surrender a certificate upon redemption shall not prejudice or affect the redemption of that Preference Share

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but the amount payable to that holder upon redemption shall immediately be paid by the Company into a bank account established for the purpose of holding such monies and be held by the Company in trust for that holder and be paid to him forthwith after the certificate (or if it has been lost, misplaced or destroyed, satisfactory evidence of such fact and an indemnity and release in favour of the Company in respect thereof) is delivered to the Company, payment of such monies into such bank account to constitute redemption.

2.6 Recognition of Trusts

Except as permitted or required by the Corporations Law, the Company shall not recognise a person as holding a share upon any trust.

2.7 Unregistered Interests

The Company is not bound by or compelled in any way to recognise any equitable, contingent, future or partial right or interest in any Share, whether or not it has notice of the interest or right concerned, unless otherwise provided by these Articles or by law, except an absolute right of ownership in the registered holder of the Share.

2.8 Share Certificate

A person whose name is entered as a Shareholder in the Register of Shareholders is entitled, without payment, to receive a share certificate in respect of the Share under the Seal in accordance with the Corporations Law but, in respect of a Share or Shares held jointly by several persons, the Company is not bound to issue more than one certificate. Delivery of a certificate for a Share to one of several joint Shareholders is sufficient delivery to all such holders. Where a share certificate is lost, worn out or destroyed, the Company shall issue a duplicate certificate in accordance with the requirements of section 1089 of the Corporations Law.

3. LIEN

3.1 Unpaid Calls

The Company has a first and paramount lien on every Share, other than fully paid Shares, for all money, whether presently payable or not, which is called or payable at a fixed time in respect of that Share.

3.2 Other Moneys Due to the Company

The Company also has a first and paramount lien on all Shares, other than fully paid Shares, registered in the name of a sole holder for all money presently payable by him or his estate to the Company.

3.3 Exemptions

The Directors may at any time exempt a Share wholly or in part from the provisions of this Article.

3.4 Dividends

Any lien which the Company has on a Share extends to all dividends payable in respect of the Share and to all proceeds of sale of such Share.

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3.5 Sale of Shares

Subject to Article 3.6, the Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien.

3.6 Restrictions on Sale

A Share on which the Company has a lien shall not be sold pursuant to Article 3.5 unless -

(a) a sum in respect of which the lien exists is presently due and payable; and

(b) the Company has, not less than 14 days before the date of the sale, given to the registered holder for the time being of the Share, or the person entitled to the Share by reason of the death or bankruptcy of the registered holder, a notice in writing setting out, and demanding payment of, such part of the amount in respect of which the lien exists as is presently due and payable.

3.7 Person Authorised to Sign Transfers

For the purpose of giving effect to a sale of a Share under Article 3.5, the Directors may authorise a person to transfer the Shares sold to the purchaser of the Shares. The Company shall register the purchaser as the holder of the Shares comprised in any such transfer and no such purchaser shall be bound to see to the proper application of the purchase money. The title of the purchaser to the Shares shall not be affected by any irregularity or invalidity in connection with the sale.

3.8 Proceeds of Sale

The proceeds of a sale under Article 3.5 shall be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently due and payable, and the residue, if any, shall, subject to any like lien for sums not presently due and payable that existed upon the Shares before the sale, be paid to the person registered as the holder of the Shares at the date of the sale or the person entitled to the Shares by reason of the death or bankruptcy of the registered holder.

4. CALLS ON SHARES

4.1 Calls

The Directors may make calls upon the Shareholders in respect of any money unpaid on their respective Shares, whether on account of the nominal value of the Shares or any premium payable thereon, which is, by the terms of issue of those Shares, made payable at fixed times, except that no call shall be payable earlier than one month from the date fixed for the payment of the last preceding call. Each Shareholder shall, upon receiving at least 14 days’ notice specifying the time or times and place of payment, pay to the Company, at the time or times and place so specified, the amount called on his Shares. A call may be required or permitted to be paid by instalments.

4.2 Making of Call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. The Directors may revoke or postpone a call.

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4.3 Joint Liability

Where there are joint holders of a Share, they are jointly and severally liable to pay all calls in respect of the Share.

4.4 Interest

If an amount called in respect of a Share is not paid on or before the date, the person from whom the call is due shall pay interest on the amount called from the due date to the time of actual payment at such rate not exceeding the Prescribed Rate as the Directors determine, but the Directors may waive payment of that interest wholly or in part.

4.5 Deemed Calls

Any amount that, by the terms of issue of a Share, becomes payable on allotment or at a fixed date, whether on account of the nominal value of the Share or any premium thereon, shall, for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the amount becomes payable, and, in case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if the amount had become payable by virtue of a call duly made and notified.

4.6 Differentiation Between Shareholders

The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

4.7 Payments in Advance of Calls

The Directors may:

(a) accept from a Shareholder the whole or a part of the amount unpaid on a Share although no part of that amount has then been called up; and

(b) authorise payment by the Company of interest upon the whole or any part of an amount so accepted until the amount becomes payable on a call at such rate, not exceeding the Prescribed Rate, as is agreed between the Directors and the Shareholder paying the amount.

5. FORFEITURE OF SHARES

5.1 Failure to Pay Call

If a Shareholder fails to pay a call or instalment of a call on the due date, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued. The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.

5.2 Forfeiture

If the requirements of a notice served under Article 5.1 are not complied with, any Share in respect of which the notice has been given may at any time thereafter, but before the

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payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such a forfeiture shall include all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.

5.3 Sale of Forfeited Share

A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors may determine, and, at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Directors may determine.

5.4 Continuing Liability

A person whose Shares have been forfeited ceases to be a Shareholder in respect of the forfeited Shares, but remains liable to pay to the Company all money that, at the date of forfeiture, was payable by him to the Company in respect of the Shares (including interest at the Prescribed Rate from the date of forfeiture on the money for the time being unpaid if the Directors decide to enforce payment of the interest), but his liability ceases if and when the Company receives payment in full of all the money (including interest) so payable in respect of the Shares.

5.5 Officer’s Statement Conclusive

A statement in writing declaring that the person making the statement is a Director or a Secretary of the Company, and that a Share in the Company has been duly forfeited on a date stated in the statement, is prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the Share.

5.6 Procedures

The Company may receive the consideration, if any given for a forfeited Share on any sale or disposition of the Share, and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of. Upon the execution of the transfer, the transferee shall be registered as the holder of the Share. No such transferee shall be bound to see to the proper application of any money paid by him as consideration. The title of the transferee to the Share is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.

6. TRANSFER OF SHARES

6.1 General

(a) If there is only one Shareholder at any particular time, the Shareholder may transfer any Shares he holds to any person, in his absolute discretion.

(b) If there is more than one Shareholder at any particular time, even in those circumstances, a Shareholder may transfer any Shares he holds to any person, in his absolute discretion.

6.2 Registration of Transfers

The Directors shall be bound to register the transfer of any Shares disposed of in terms of this Article 6.

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6.3 Form of Transfers

The instrument or transfer of any Shares shall be in writing in any usual or common form or in any other form which the Directors may approve. The instrument shall be executed by or on behalf of both the Transferor and the transferee; and the Transferor shall remain the holder of the Shares transferred until the transfer is registered and the name of the transferee is entered in the register of Shareholders in respect thereof.

6.4 Procedure for Registration

The instrument of transfer must be left for registration at the registered office of the company, together with such fee (if any) not exceeding $1.00 as the Directors from time to time may require, accompanied by the certificate of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the Transferor to make the transfer, and thereupon the Company shall, subject to the powers vested in the Directors by these Articles, register the transferee as a shareholder and retain the instrument of transfer.

6.5 Refusal to Register

The Directors may decline to register any transfer of Shares, and except in the case of transmission, without assigning any reason therefor. In such a case, the Directors shall send notice of the refusal to the transferee as required by section 1093 of the Corporations Law.

6.6 Suspension of Registrations

The registration of transfers may be suspended at such times and for such periods as the Directors from time to time determine not exceeding in the whole 30 days in any year.

7. TRANSMISSION OF SHARES

7.1 Death of Shareholder Leaving a Will

An executor duly appointed under the will of a deceased Shareholder, shall be entitled, as from the date of the Shareholder’s death, and on behalf of the deceased Shareholder’s estate, to the same dividends and other advantages and to the same rights whether in relation to meetings of the Company, or voting or otherwise, as the Shareholder would have been entitled to if he had not died, whether or not probate of the will has been granted. Nevertheless, if probate of the will is granted to a person or persons other than the executor first referred to in this Article, the executor’s rights shall cease, and thereafter such rights shall only be exercisable by the person or persons to whom probate is granted as provided in Articles 7.2 and 7.3.

7.2 Death or Bankruptcy of Shareholder

Subject to Article 7.1, where the registered holder of a Share dies or becomes bankrupt, his personal representative or the trustee of his estate, as the case may be, shall be entitled, upon the production of such information as is properly required by the Directors, to the same dividends and other advantages, and to the same rights, whether in relation to meetings of the Company, or to voting or otherwise, as the registered holder would have been entitled to if he had not died or become bankrupt.

7.3 Registration by Transmission or to Beneficiary

A person becoming entitled to a Share in consequence of the death or, subject to the Bankruptcy Act 1966, the bankruptcy of a Shareholder may, upon such information being

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produced as is properly required by the Directors, elect by written notice to the Company either to be registered himself as holder of the Share or to have some other person nominated by him registered as the transferee of the Share. If he elects to have another person registered, he shall execute a transfer of the Share to that other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer Shares, and the registration of a transfer of Shares, are applicable to any such notice or transfer as if the death or bankruptcy of the Shareholder had not occurred and the notice or transfer were a transfer signed by that Shareholder.

7.4 Death of a Joint Holder

In the case of the death of a Shareholder who was a joint holder of a Share, his survivor or survivors shall be the only persons recognised by the Company as having any title to the deceased’s interest in the Shares, but this Article 7.4 does not release the estate of a deceased joint holder from any liability in respect of a Share that had been jointly held by him with one or more other persons.

7.5 Joint Personal Representatives

Where two or more persons are jointly entitled to any Share in consequence of the death of the registered holder, they shall, for the purpose of these Articles, be deemed to be joint holders of the Share.

8. CHANGES TO CAPITAL STRUCTURE

8.1 Alteration of Capital

The Company, may by special resolution of its Shareholders or, where the Company has only one Shareholder, by that Shareholder recording his decision:

(a) increase its nominal Share capital by the creation of new Shares of such amount as is specified in the resolution;

(b) consolidate and divide all or any of its nominal Share capital into Shares of larger nominal value than its existing Shares;

(c) sub-divide all or any of its Shares into Shares of smaller nominal value than is fixed by the Memorandum, but so that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each such Share of a smaller nominal value is the same as it was in the case of the Share from which the Share of a smaller nominal value is derived;

(d) cancel Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, or have been forfeited and, subject to the Corporations Law, reduce its nominal Share capital by the amount of the Shares so cancelled; and

(e) reduce its Share capital, any capital redemption reserve fund or any Share premium account.

8.2 Power to Buy Back Shares

The Company may buy ordinary shares or any class of ordinary shares in itself by any means authorised by the Corporations Law, subject to the provisions of that Law and, where applicable, the Listing Rules.

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9. GENERAL MEETINGS

9.1 Convening of General Meetings of Shareholders

Subject to Article 11, any Director may, whenever he thinks fit, convene a general meeting of Shareholders, and a general meeting shall be convened on such requisition, or in default, may be convened by such requisitionists, as is provided by the Corporations Law.

9.2 Notice

Subject to Article 11, a notice of a general meeting shall be given in accordance with the requirements of section 247 of the Corporations Law, and shall specify the place, the day and the time of the meeting and state the general nature of the business to be transacted at the meeting. The non-receipt of a notice of a general meeting by a Shareholder, or the accidental omission to give such a notice to a Shareholder, shall not invalidate any resolution passed at any such meeting or any other proceedings thereat.

9.3 Annual General Meeting

Subject to Article 11, annual general meetings shall be held in accordance with the requirements of section 245 of the Corporations Law.

10. PROCEEDINGS AT GENERAL MEETINGS - TWO OR MORE SHAREHOLDERS

10.1 Quorum

(a) No business shall be transacted at any general meeting unless a quorum of Shareholders is present, comprising two Shareholders present in person, by proxy or Representative.

(b) For the purpose of determining whether a quorum is present, a person attending as a proxy, or as a Representative, shall be deemed to be a Shareholder present in person, but no person shall be counted twice.

(c) If a quorum is not present within 15 minutes after the time appointed for a general meeting, the meeting, if convened upon a requisition, shall be dissolved, but in any other case, it shall stand adjourned to the same day in the next week at the same time and place.

(d) If on the resumption of the meeting, a quorum is not present, the Shareholders present shall constitute a quorum.

10.2 Persons Entitled to Attend a General Meeting

The persons entitled to attend a general meeting shall be:-

(a) Shareholders, in person, by proxy or by Representative;

(b) Directors;

(c) the Company’s auditor (if any); and

(d) such other person or persons as the meeting may approve.

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10.3 Chairman and Casting Vote

If the Directors have elected one of their number as chairman of their meetings, he shall preside as chairman at every general meeting. Where a general meeting is held and a chairman has not been so elected or the chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Shareholders present shall elect one of their number to be chairman of the meeting. In the case of an equality of votes, the chairman of a general meeting shall have a second or casting vote.

10.4 Adjournment

The chairman may, with the consent of the meeting, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

10.5 Notice of Adjourned Meeting

When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given in the same manner as for the original meeting, but otherwise, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

10.6 Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares:-

(a) at meetings of Shareholders or classes of Shareholders each Shareholder entitled to vote may vote in person or by proxy or by Representative and on a show of hands every person present who is a Shareholder or a proxy or Representative of a Shareholder, has one vote and on a poll every Shareholder present in person or by proxy or by Representative has one vote for each Share he or she holds.

10.7 Voting - Show of Hands

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded in accordance with Article 10.9.

10.8 Results of Voting

Unless a poll is so demanded, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority on a show of hands, or lost, and an entry to that effect in the book containing the minutes of the proceedings of general meetings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

10.9 Poll

A poll may be demanded by:-

(a) the chairman of the general meeting;

(b) at least 5 Shareholders present in person or by proxy or Representative; or

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(c) any one or more Shareholders holding not less than 10% of the total voting rights of all Shareholders having the right to vote at the meeting.

If a poll is duly demanded, it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A demand for a poll shall not prevent the continuation of the meeting for the transaction of other business.

10.10 Voting by Joint Holders

In the case of joint holders of Shares, the vote of the senior of them who tenders a vote, whether in person or by proxy or by Representative, shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which their names stand in the Register of Shareholders.

10.11 Shareholder under Disability

If a Shareholder is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, his committee or trustee or such other person as properly has the management of his estate may exercise any rights of the Shareholder in relation to a general meeting as if the committee, trustee or other person were the Shareholder.

10.12 Payment of Calls

A Shareholder is not entitled to any vote at a general meeting unless all calls and other sums presently due and payable by him in respect of Shares in the Company have been paid.

10.13 Objection to Voting

An objection may be raised to the qualification of a voter only at the meeting at which the vote objected to is given or tendered. Any such objection shall be referred to the chairman, whose decision on it shall be final. A vote not disallowed pursuant to such an objection is valid for all purposes.

10.14 Proxies

An instrument appointing a proxy -

(a) shall be in writing under the hand of the appointor or of his attorney or, if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

(b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

(c) shall be deemed to confer authority to demand or join in demanding a poll;

(d) shall be in such form as the Directors determine and which complies with Section 250 of the Corporations Law;

(e) shall not be valid unless the original instrument, and the power of attorney or other authority (if any) under which the instrument is signed (duly stamped where

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necessary) or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, is or are deposited at or sent by facsimile transmission to the Registered Office, or deposited at or sent by facsimile transmission to such other place as is specified for that purpose in the notice convening the general meeting, no later than 48 hours prior to the time of the commencement of the general meeting in the place that the general meeting is adjourned and notice is given in accordance with Article 10.5) as shall be specified in the notice convening the general meeting (or the notice under Article 10.5, as the case may be).

10.15 Proxy Votes

A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered Office before the commencement of the meeting or resumed meeting at which the instrument is used or the power is exercised.

10.16 Representatives of Corporate Shareholders

Any company or other corporation or unincorporated body (“the appointor”) that is a Shareholder may by resolution of its Directors or other governing body authorise, in accordance with section 249 of the Corporations Law, such person or persons as it may determine to act as its representative at any general meeting of the Company or of any class of Shareholders of the Company. A person so authorised shall be entitled to exercise all the rights and privileges of the appointor as a Shareholder. When a Representative is present at a general meeting of the Company, the appointor shall be deemed to be personally present at the meeting unless the Representative is otherwise entitled to be present at the meeting.

11. PROCEEDINGS - WHERE A SINGLE SHAREHOLDER

Notwithstanding Article 10, if the Company has only one Shareholder and the Shareholder records his decision to a particular effect, the recording of the decision in writing counts as the passing by the Shareholder of a resolution to that effect and as a minute of the passing of that resolution.

12. APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS

12.1 Number of Directors

The Company shall at all times have at least one Director. At least one Director must ordinarily reside in Australia.

12.2 Appointment and Removal of Directors

(a) The holders of a majority of the issued Shares for the time being may, at any time and from time to time:

(i) appoint one or more persons as Directors either as an additional Director, or in the place of a Director who has been removed; and

(ii) remove any Director from office, whether appointed under this Article 12.2 or Article 12.3.

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(b) Where the Company only has one person as the sole Director and sole Shareholder:

(i) where that person dies or cannot manage the Company because of his mental incapacity and a personal representative or trustee is appointed to administer the person’s estate or property, the personal representative or trustee may appoint a person as the Director; and

(ii) where the office of director is vacated pursuant to Article 12.5(b) and a trustee in bankruptcy is appointed to the person’s property, the trustee may appoint a person as the Director.

(c) An appointment or removal under this Article 12.2 shall be made by written notice to the Company signed by:

(i) the relevant Shareholders; or

(ii) in the case of a corporate Shareholder, by any director or secretary of the Shareholder; or

(iii) in the case of the death or mental incapacity of a sole Director and sole shareholder, by a personal representative or trustee administering the estate or property of that sole director and sole shareholder.

(d) Any removal or appointment made pursuant to this Article 12.2 shall take effect immediately on delivery of the notice to the Registered Office or on presentation at a duly constituted Directors meeting.

12.3 Additional Directors

The Director(s) may at any time appoint any person to be an additional Director.

12.4 Alternate Directors

A Director may, with the approval of the other Directors (if there are any), appoint any person to be an alternate director in his place during such period as he thinks fit, and the following provisions shall apply with respect to any alternate director -

(a) he is entitled to notice of meetings of the Directors and, if his appointor is not present at such a meeting, he is entitled to attend and vote in the place of the absent Director;

(b) he may exercise any powers that the appointor may exercise, and the exercise of any such power by him shall be deemed to be the exercise of the power by his appointor;

(c) he is not required to have any Share qualification;

(d) his appointment may be terminated at any time by his appointor, notwithstanding that the period of his appointment has not expired, and his appointment shall terminate in any event if his appointor vacates office as a Director; and

(e) his appointment, or the termination of his appointment, shall be effected by a written notice signed by the Director who made the appointment and served on the Company.

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12.5 Vacation of Office

The office of Director shall automatically become vacant if the Director -

(a) ceases to be a Director by virtue of section 224 or any other provision of the Corporations Law; or

(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) becomes prohibited from being a Director by reason of any order made under the Corporations Law; or

(d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or

(e) resigns his office by notice in writing to the Company; or

(f) is removed from office under Article 12.2.

12.6 Remuneration

The remuneration of Directors shall be determined from time to time by the Directors. That remuneration shall be deemed to accrue from day to day. The Directors may also be paid all travelling and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company, or otherwise in connection with the business of the Company.

12.7 No Share Qualification

A Director is not required to hold any Shares.

13. POWERS AND DUTIES OF DIRECTORS

13.1 Management of the Company

Subject to the Corporations Law and to any other provision of these Articles, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and forming the Company, and may exercise all such powers of the Company as are not, by the Corporations Law or by these Articles, required to be exercised by the Company in general meeting.

13.2 Borrowing Powers

Without limiting the generality of Article 13.1, the Directors may exercise all the powers of the Company to borrow money, to charge any property or business of the Company or all or any of its uncalled capital, and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

13.3 Attorneys

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for such purposes, with such powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit. Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors may determine, and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in him.

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13.4 Cheques, etc.

All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be:

(a) where there are two or more Directors, by any two Directors or in such other manner as the Directors determine; or

(b) where there is only one person who is the sole Director, by that Director,

14. PROCEEDING OF DIRECTORS - MORE THAN ONE DIRECTOR

14.1 Convening a Meeting

A Director may at any time, and a Secretary shall at the request of a Director, convene a meeting of the Directors.

14.2 Procedure at Meetings

The Directors may meet together for the despatch of business and adjourn and, subject to this Article 14, may otherwise regulate their meetings as they think fit.

14.3 Chairman

The Directors shall elect one of their number as chairman of their meetings, and may determine the period for which he is to hold office. Where a Directors meeting is held and a chairman has not been elected or the chairman is not present within 10 minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be the chairman of the meeting.

14.4 Quorum

No business shall be transacted at any meeting of Directors unless a quorum is present, comprising two Directors,

14.5 Majority Decisions

Questions arising at any meeting of Directors shall be decided by a majority of votes of those Directors. A resolution passed by a majority of Directors shall for all purposes be deemed a determination of “the Directors”.

14.6 Casting Vote

In case of any equality of votes, the chairman of the meeting shall have a second or casting vote.

14.7 Continuing Directors May Act

In the event of a vacancy or vacancies in the office of a Director, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum or of convening a general meeting of the Company.

18

14.8 Committees

The Directors may delegate any of their powers to a committee or committees, consisting of such of their number as they think fit. A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the Directors, and a power so exercised shall be deemed to have been exercised by the Directors. The members of such a committee may elect one of their number as chairperson of their meetings. A committee may meet and adjourn as it thinks proper. Questions arising at a meeting of a committee shall be determined by a majority of votes of the members present and voting. In the case of an equality of votes, the chairperson shall have a casting vote.

14.9 Written Resolutions

A resolution in writing signed by all the Directors for the time being, or their respective alternate Directors, except those who expressly indicate their abstention in writing, shall be as valid and effectual as if it had been passed at a Directors’ meeting duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Directors or their respective alternates. A telex, telegram, facsimile transmission or other document produced by mechanical means and bearing the signature of the Director, printed mechanically and with his authority, shall be deemed to be a document in writing signed by the Director.

14.10 Meeting by Instantaneous Communication Device

For the purposes of these Articles, the contemporaneous linking together by instantaneous communication device of a number of consenting Directors not less than the quorum, whether or not any one or more of the Directors is out of Australia, shall be deemed to constitute a meeting of the Directors and all the provisions of these Articles as to the meetings of the Directors shall apply to such meetings held by instantaneous communication device so long as the following conditions are met:

(a) all the Directors for the time being entitled to receive notice of the meeting of Directors (including any alternate for any Director) shall be entitled to notice of a meeting by instantaneous communication device for the purposes of such meeting. Notice of any such meeting shall be given on the instantaneous communication device or in any other manner permitted by these Articles;

(b) each of the Directors taking part in the meeting by instantaneous communication device must be able to hear each of the other Directors taking part at the commencement of the meeting; and

(c) at the commencement of the meeting each Director must acknowledge his presence for the purpose of a meeting of the Directors of the Company to all the other Directors taking part.

14.11 Procedure at Meetings by Instantaneous Communication Device

A Director may not leave a meeting held under Article 14.10 by disconnecting his instantaneous device unless he has previously obtained the express consent of the chairman of the meeting and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting by instantaneous communication device unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

19

14.12 Minutes

A minute of the proceedings at a meeting held under Article 14.10 shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman or the person taking the chair at the meeting under Article 14.3.

14.13 Definition

For the purpose of these Articles, “instantaneous communication device” shall include telephone, television or any other audio or visual device which permits instantaneous communication.

14.14 Defective Appointment

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director are, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be, or to act as, a Director, or that a person so appointed was disqualified, as valid as if the person had been duly appointed and was qualified to be a Director or to be a member of the committee.

14.15 Executive Directors

A Director may hold any other office or place of profit in or in relation to the Company (except that of auditor) in conjunction with his office of Director and on such terms as to remuneration or otherwise as the Directors shall approve.

14.16 Directors’ Other Interests

A Director may be or become a shareholder in or director of or hold any other office or place of profit in or in relation to any other company promoted by the Company or in which the Company may be interested, whether as a vendor, shareholder or otherwise.

14.17 Accountability of Directors

No Director shall be accountable for any benefits received as the holder of any other office or place of profit in or in relation to the Company or any other company referred to in this Article 14 or as a shareholder in or director of any such other company.

14.18 Contracts Involving Directors

No Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser, or otherwise and no contract or arrangement entered into by or on behalf of the Company in which the Director shall be in any way interested shall be prejudiced or avoided on that account. No Director shall be liable to account to the Company for any profit realised from or by any contract or arrangement entered into by or on behalf of the Company by reason of his holding that office or of the fiduciary relationship thereby established.

14.19 Extent of Interests in Contracts

A Director shall be deemed not to be interested or to have been at any time interested in any contract or arrangement by reason only that in a case where the contract or arrangement has been or will be made with, for the benefit of, or on behalf of a Related Company, that he is a shareholder in that Related Company.

20

14.20 Section 231 of Corporations Law

Every Director shall observe the provisions of section 231 of the Corporations Law relating to the declaration of interests.

14.21 Voting of Directors

A Director may vote as a Director and in all respects act as a Director in relation to any contract or arrangement in which he is interested, including, without limiting the generality of the foregoing, in relation to the use of the Seal.

15. PROCEEDINGS OF DIRECTORS - WHERE ONE DIRECTOR

(a) Where there is only one person who is the sole Director then, notwithstanding Articles 14.1 to 14,3, the Director may record in writing his decision to a particular effect and the recording of the decision counts as the passing by the Director of a resolution to that effect and as the minutes of the passing of the resolution.

(b) Where there is only one person who is the sole Director and sole Shareholder, Article 14.20 does not apply.

(c) Articles 14.16 to 14.19 inclusive and Article 14.21 continue to apply where there is only one Director.

16. MANAGING DIRECTOR

16.1 Appointment

The Directors may from time to time appoint one or more of their number to the office of managing director of the Company for such period and on such terms as they may determine, and, subject to the terms of any agreement entered into in a particular case, may revoke any such appointment. The appointment of a managing director so appointed automatically terminates if he ceases for any reason to be a Director.

16.2 Remuneration

A managing director shall, subject to the terms of any agreement entered into in a particular case, receive such remuneration, whether by way of salary, commission or participation in profits, or partly in one way and partly in another, as the Directors may determine.

16.3 Powers

The Directors may, upon such terms and conditions and with such restrictions as they think fit, confer upon a managing director any of the powers exercisable by them. Any powers so conferred may be concurrent with, or be to the exclusion of, the powers of the Directors. The Directors may at any time withdraw or vary any of the powers so conferred on a managing director.

17. SECRETARY

A Secretary of the Company shall hold office on such terms and conditions, as to remuneration and otherwise, as the Directors determine. A person appointed as Secretary of the Company may also be a Director.

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18. SEAL

(a) The Directors shall provide for the safe custody of the Seal.

(b) The Seal shall comply with section 219(1) of the Corporations Law with respect to the Company’s Australian Company Number.

(c) The Seal shall only be used by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the Seal.

(d) Where the Company has more than one person acting as Director and Secretary, every document to which the Seal is affixed shall be signed by a Director and countersigned by another Director, (including an alternate Director) a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

(e) Where the Company has only one person acting as Director and Secretary, every document to which the Seal is affixed shall be signed by that person stating that he witnessed the affixation of the Seal in his capacity as sole Director and sole Secretary.

19. ACCOUNTS AND RECORDS

19.1 Accounting Records to be Kept

Where required by the Corporations Law, the Directors shall cause proper accounting and other records to be kept by the Company and shall distribute copies of the Company’s accounts and reports.

19.2 Inspection

The Directors shall determine whether, to what extent, at what times and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of Shareholders other than Directors. A Shareholder other than a Director shall not be entitled to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting.

20. MINUTES

20.1 Minutes to be Kept

Subject to Articles 11 and 15, the Directors shall cause minutes to be kept of:-

(a) all proceedings of general meetings and Directors meetings; and

(b) all appointments of Officers and persons ceasing to be Officers,

in accordance with sections 258 and 1306 of the Corporations Law.

20.2 Signature of Minutes

Subject to Articles 11 and 15, all minutes shall be signed by the person who chaired the meeting at which the proceedings took place, or by the person chairing the next succeeding meeting in accordance with section 258 of the Corporations Law.

22

20.3 Requirements of the Corporations Law

The Company and the Officers shall comply with the requirements of section 259 of the Corporations Law which relates generally to rights of inspection of minute books.

21. DIVIDENDS AND RESERVES

21.1 Dividends

The Directors may from time to time declare and pay to the Shareholders such dividends as they may determine.

21.2 Interim Dividend

The Directors may from time to time pay to the Shareholders such interim dividends as they may determine.

21.3 Dividends Only Payable from Profits

No dividend shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive.

21.4 No Interest

No dividend shall carry interest as against the Company.

21.5 Reserves

The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

22. CAPITALISATION OF PROFITS

22.1 Capitalisation

Subject to Article 11, the Company in general meeting may resolve that it is desirable to capitalise any amount, being the whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account, or otherwise available for distribution to Shareholders, and that that amount be applied in any of the ways mentioned in Article 22.2 for the benefit of Shareholders in the proportions to which those Shareholders would have been entitled in a distribution of that amount by way of dividend by paying up in full unissued shares or debentures to be issued to Shareholders as fully paid.

22.2 Application of Capitalised Amounts

The ways in which an amount may be applied for the benefit of Shareholders under Article 22.1 are:-

(a) in paying up any amounts unpaid on any Shares;

(b) in paying up in full unissued Shares or debentures to be issued to Shareholders as fully paid; or

(c) partly as mentioned in paragraph (a) and partly as mentioned in paragraph (b).

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22.3 Procedures

The Directors shall do all things necessary to give effect to the resolution referred to in Article 22.1 and, in particular, to the extent necessary to adjust the rights of the Shareholders among themselves, may -

(a) issue fractional certificates or make cash payments in cases where Shares or debentures could only be issued in fractions; and

(b) authorise any person to make, on behalf of all the Shareholders entitled to any further Shares or debentures upon the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any such further Shares or debentures, or for the payment up by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised;

and any agreement made under an authority referred to in paragraph (b) is effective and binding on all the Shareholders concerned.

23. NOTICES

23.1 Service

A notice may be given by the Company to any Shareholder either by serving it on him personally or by sending it by post to him at his address as shown in the Register of Shareholders or the address supplied by him to the Company for the giving of notices to him.

23.2 Service by Post

Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected, in the case of a notice of a meeting, on the day after the date of its posting and, in any other case, at the time at which the letter would be delivered in the ordinary course of post.

23.3 Notice to Joint Holders

A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder first named in the Register of Shareholders in respect of the Share.

23.4 Notices to Personal Representatives and Others

A notice may be given by the Company to a person entitled to a Share in consequence of the death or bankruptcy of a Shareholder by serving it on him or by sending it to him by post addressed to him by name, or by the title of representative of the deceased or assignee of the bankrupt, or by any like description, at the address (if any) supplied for the purpose by the person or, if such an address has not been supplied, at the address to which the notice might have been sent if the death or bankruptcy had not occurred.

23.5 Persons Entitled to Notice of General Meetings

Subject to Article 11, notice of every general meeting shall be given to -

(a) every Shareholder;

24

(b) every Director;

(c) every person entitled to a Share in consequence of any law relating to the death, insolvency of a Shareholder who, but for his death or insolvency, would be entitled to receive notice of the meeting; and

(d) the auditor for the time being of the Company.

No other person is entitled to receive notices of general meetings.

24. WINDING UP

24.1 Distribution in Kind

If the Company is wound up, the liquidator may, with the authority of a special resolution of Shareholders, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

24.2 Distribution to be in Proportion to Nominal Share Capital Paid-Up

If on a winding up of the Company there remains a surplus, that surplus will be divided amongst the Shareholders in proportion to the nominal share capital paid up on their Shares, whether or not the liquidator exercises the power under Article 24.1.

24.3 Trust for Shareholders

The liquidator may, with the authority of a special resolution of Shareholders, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

25. OFFICERS: INDEMNITIES AND INSURANCE

25.1 Indemnities

To the extent permitted by law:

(a) the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability for costs and expenses incurred by that person in defending any Proceedings in which judgement is given in that person’s favour, or in which the person is acquitted, or in connection with an application in relation to any Proceedings in which the Court grants relief to the person under the Corporations Law; and

(b) the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability incurred by the person, as an Officer of the Company or of a wholly-owned subsidiary of the Company, to another person (other than the Company or a related body corporate of the Company) unless the liability arises out of conduct involving a lack of good faith.

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25.2 Insurance

To the extent permitted by law the Company may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been an Officer of the Company or of a subsidiary of the Company against a liability:

(a) incurred by the person in his or her capacity as an Officer of the Company or a subsidiary of the Company or in the course of acting in connection with the affairs of the Company or a subsidiary of the Company or otherwise arising out of the Officer’s holding such office PROVIDED THAT the liability does not arise out of conduct involving a wilful breach of duty in relation to the Company or a subsidiary of the Company or a contravention of sections 232(5) or (6) of the Corporations Law; or

(b) for costs and expenses incurred by that person in defending Proceedings, whatever their outcome.

25.3 Interpretation

In Articles 25.1 and 25.2:

(a) the term “Proceedings” means any proceedings, whether civil or criminal, being proceedings in which it is alleged that the person has done or omitted to do some act, matter or thing in his or her capacity as such an Officer or in the course of acting in connection with the affairs of the Company or a wholly-owned subsidiary (in Article 25.1) or subsidiary (in Article 25.2) of the Company or otherwise arising out of the Officer’s holding such office (including proceedings alleging that he or she was guilty of negligence, default, breach of trust or breach of duty in relation to the Company or a wholly-owned subsidiary (in Article 25.1) or subsidiary (in Article 25.2) of the Company).

(b) the term “Officer” has the meaning given to that term in section 241(4) of the Corporations Law.

26

DATED the      day of              1998
Subscribers	Witnesses
	(Full              name.
address and	signature)

27

CLAYTON UTZ ATTN: TONY ROMEO

Level 25 Qvl Building

250 St Georges Terrace

PERTH WA 6000

Remove this top section if desired before framing

Certificate

Certificate of Registration

on Change of Name

This is to certify that

KMCC WESTERN AUSTRALIA PTY LTD

Australian Company Number 009 331 195

did on the sixth day of January 2006 change its name to

TRONOX WESTERN AUSTRALIA PTY LTD

Australian Company Number 009 331 195

The company is a proprietary company.

The company is limited by shares.

The company is taken to be registered under the corporations

Act 2001 in Western Australia and the date

of commencement of registration is the twenty-second day of July, 1988

Issued by the

Australian Securities and Investments Commission

on this sixth day of January, 2006.

Jeffrey Lucy

Chairman

EX-3.20

Exhibit 3.20

Constitution of Tronox Worldwide Pty Limited

ACN 158 561 061

1

CONTENTS

CLAUSE		PAGE
1.	PRELIMINARY		1
1.1	Proprietary company		1
1.2	Replaceable rules		1
1.3	Definitions		1
1.4	Interpretation of this document		2
1.5	Single Director Company		3
2.	DIRECTORS		3
2.1	Number of Directors		3
2.2	Appointment of Directors		3
2.3	No share qualification		4
2.4	Cessation of Director’s appointment		4
2.5	Removal from office		4
2.6	Too few Directors		4
2.7	Vacation of office by Sole Director		4
3.	ALTERNATES		5
3.1	Appointment of Alternate		5
3.2	Notice of Board meetings		5
3.3	Obligations and entitlements of Alternates		5
3.4	Termination of appointment		5
3.5	Appointments and revocations in writing		5
4.	POWERS OF THE BOARD		5
4.1	Powers generally		5
4.2	Exercise of powers		6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
6.1	Appointment and power of Managing Director		6
6.2	Termination of appointment of Managing Director		6
7.	DELEGATION OF BOARD POWERS		6
7.1	Power to delegate		6
7.2	Power to revoke delegation		7
7.3	Terms of delegation		7
7.4	Proceedings of committees		7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
8.1	Compliance with duties under the Act and general law		7
8.2	Director can hold other offices etc		7
8.3	Disclosure of interests		7
8.4	Director interested in a matter		7
8.5	Agreements with third parties		8
8.6	Directors acting in the best interests of the holding company		8
9.	DIRECTORS’ REMUNERATION		8
9.1	Remuneration of Executive Directors		8
9.2	Remuneration of non-executive Directors		8
9.3	Additional Remuneration for extra services		9
9.4	Expenses of Directors		9
9.5	Subsidiaries of Listed Corporations		9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
10.1	Indemnity		9
10.2	Insurance		9
10.3	Former officers		9
10.4	Deeds		10
11.	BOARD MEETINGS		10
11.1	Convening Board meetings		10
11.2	Notice of Board meeting		10
11.3	Use of technology		10

11.4	Chairing Board meetings	10
11.5	Quorum	10
11.6	Majority decisions	10
11.7	Procedural rules	11
11.8	Written resolution	11
11.9	Additional provisions concerning written resolutions	11
11.10	Valid proceedings	11
11.11	Single Director Company	11
12.	MEETINGS OF MEMBERS	11
12.1	Calling meetings of Members	11
12.2	Notice of meeting	12
12.3	Short notice	12
12.4	Postponement or cancellation	12
12.5	Fresh notice	12
12.6	Notice to joint holders of shares	12
12.7	Technology	12
12.8	Accidental omission	12
12.9	Class meetings	12
13.	PROCEEDINGS AT MEETINGS OF MEMBERS	13
13.1	Member present at meeting	13
13.2	Quorum	13
13.3	Quorum not present	13
13.4	Chairing meetings of Members	13
13.5	Attendance by auditor and Directors	13
13.6	Members rights suspended while call unpaid	13
13.7	Adjournment	14
13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES	14
14.1	Appointment of proxies	14
14.2	Member’s attorney	14
14.3	Deposit of proxy appointment forms and powers of attorney	14
14 4	Corporate representatives	14
14.5	Appointment for particular meeting, standing appointment and revocation	14
14.6	Position of proxy or attorney if Member present	15
14.7	Priority of conflicting appointments of attorney or representative	15
14.8	More than two current proxy appointments	15
14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE	15
15.1	Number of votes	15
15.2	Votes of joint holders	16
15.3	Voting restrictions	16
15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT	16
16.1	Method of voting	16
16.2	Demand for a poll	16
16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS	17
17.1	Written resolutions	17
17.2	Signature of resolutions	17
18.	SECRETARY	17
18.1	Appointment of Secretary	17
18.2	Terms and conditions of office	18
18.3	Cessation of Secretary’s appointment	18
18.4	Removal from office	18
19.	MINUTES	18
19.1	Minutes must be kept	18
19.2	Minutes as evidence	18
19.3	Inspection of minute books	18

20.	COMPANY SEALS	19
20.1	Common seal	19
20.2	Use of seals	19
20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT	19
21.1	Company to keep financial records	19
21.2	Financial reporting	19
21.3	Audit	19
21.4	Inspection of financial records and books	20
22.	SHARES	20
22.1	Issue at discretion of Board	20
22.2	Preference and redeemable preference shares	20
22.3	Brokerage and commissions	20
22.4	Surrender of shares	20
23.	CERTIFICATES	20
23.1	Issue of share certificate	20
23.2	Multiple certificates and joint holders	20
23.3	Lost and worn out certificates	21
24.	REGISTER	21
24.1	Joint holders	21
24.2	Nominee holders	21
24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES	21
25.1	Fixed instalments	21
25.2	Prepayment of calls	21
25.3	Calls made by Board	22
25.4	Classes of shares	22
25.5	Obligation to pay calls	22
25.6	Called Amounts	22
25.7	Proof of call	22
25.8	Forfeiture notice	23
25.9	Forfeiture	23
25.10	Disposal and reissue of forfeited shares	23
25.11	Notice of forfeiture	23
25.12	Cancellation of forfeiture	24
25.13	Effect of forfeiture	24
25.14	Application of proceeds	24
26.	COMPANY LIENS	24
26.1	Existence of liens	24
26.2	Sale under lien	24
26.3	Indemnity for payments required to be made by the Company	25
27.	DIVIDENDS	25
27.1	Accumulation of reserves	25
27.2	Payment of dividends	25
27.3	Amount of dividend	25
27.4	Prepayments and payments during dividend period	25
27.5	Dividends in kind	26
27.6	Payment of dividend by way of securities in another corporation	26
27.7	Method of payment	26
27.8	Joint holders’ receipt	26
27.9	Retention of dividends by Company	26
27.10	No interest on dividends	27
28.	TRANSFER OF SHARES	27
28.1	Instrument of transfer	27
28.2	Delivery of transfer and certificate	27
28.3	Refusal to register transfer	27
28.4	Transferor remains holder until transfer registered	27
28.5	Powers of attorney	27

28.6	Qualifications on restrictions on share transfers	28
29.	TRANSMISSION OF SHARES	28
29.1	Death of joint holder	28
29.2	Death of single holder	28
29.3	Transmission of shares on insolvency or mental incapacity	28
29.4	Refusal to register holder	28
30.	SHARE CAPITAL	29
30.1	Capitalisation of profits	29
30.2	Adjustment of capitalised amounts	29
30.3	Conversion of shares	29
30.4	Reduction of capital	29
30.5	Payments in kind	29
30.6	Payment in kind by way of securities in another corporation	30
30.7	Variation of rights	30
31.	WINDING UP	30
31.1	Entitlement of Members	30
31.2	Distribution of assets generally	30
31.3	No distribution of liabilities	30
31.4	Distribution not in accordance with legal rights	31
32.	NOTICES	31
32.1	Notices by Company	31
32.2	Overseas Members	31
32.3	When notice is given	31
32.4	Business days	31
32.5	Notice to joint holders	32
32.6	Counting days	32
33.	UNCLAIMED MONEY	32
SCHEDULE – TERMS OF ISSUE OF PREFERENCE SHARES

CONSTITUTION OF TRONOX WORLDWIDE PTY LIMITED

Tronox Worldwide Pty Limited

ACN 158 561 061

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

Act means the Corporations Act 2001 (Cth).

Alternate means an alternate Director appointed under rule 3.1.

Appointor in relation to an Alternate, means the Director who appointed the Alternate.

Approved Fees for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

Board means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

Called Amount in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a Member to pay under rule 25.6.

Company means the company named at the beginning of this document whatever its name is for the time being.

Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

1

Executive Director means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

Interest Rate means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

Listed Corporation means a corporation that is admitted to the official list of ASX Limited.

Listing Rules means the official listing rules of ASX Limited.

Managing Director means a managing director appointed under rule 6.1.

Member means a person whose name is entered in the Register as the holder of a share.

Ordinary Resolution means a resolution passed at a meeting of Members by a majority of the votes cast by Members entitled to vote on the resolution.

Register means the register of Members kept as required by sections 168 and 169 of the Act.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Single Director Company has the meaning given in rule 1.5.

Special Resolution has the meaning given by section 9 of the Act.

Voting Member in relation to a general meeting, or meeting of a class of Members, means a Member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

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(c) A word which suggests one gender includes the other genders.

(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an Ordinary Resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by Ordinary Resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

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2.3 No share qualification

A Director need not be a Member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5,

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by Ordinary Resolution; or

(b) Members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of Members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only Member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

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(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the Members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

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7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a Member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

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(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by Ordinary Resolution;

(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

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9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

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10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

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11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or Member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of Members

A meeting of Members:

(a) may be convened at any time by the Board or a Director; and

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(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of Members must be given individually to each Member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of Members as the annual general meeting, if all the Members entitled to attend and vote agree; or

(b) otherwise, if Members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of Members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of Members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of Members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

12.7 Technology

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of Members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of Members as far as they are capable of application and modified as necessary.

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13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a Member has appointed a proxy or attorney or (in the case of a Member which is a body corporate) a representative to act at a meeting of Members, that Member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of Members is two Voting Members. Each individual present may only be counted once toward a quorum. If a Member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of Members is called:

(a) if called as a result of a request of Members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of Members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of Members is called or is not willing to chair the meeting,

the Voting Members present must elect a Member or Director present to chair the meeting.

13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of Members whether or not a Member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the Member to be present, speak, or vote at, or be counted in the quorum for, a meeting of Members.

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13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of Members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by Ordinary Resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A Member may appoint not more than two proxies in accordance with section 249X to attend and act for the Member at a meeting of Members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board. If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A Member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of Members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of Members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

14.4 Corporate representatives

A Member that is a body corporate may appoint an individual to act as its representative at meetings of Members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A Member may appoint a proxy, attorney or representative to act at a particular meeting of Members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a Member.

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14.6 Position of proxy or attorney if Member present

The appointment of a proxy or attorney is not revoked by the Member attending and taking part in the general meeting, but if the Member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the Member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a Member is present at a meeting of Members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a Member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that Member which would result in there being more than two proxies of that Member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of Members by a proxy, attorney or representative is valid even if, before the act is done, the appointing Member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to section 250A(4), rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a Member has appointed two proxies, neither of those proxies may vote;

(ii) a Member who is present and entitled to vote and is also a proxy, attorney or representative of another Member has one vote; and

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(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a Member, or a proxy, attorney or representative of a Member, entitled to vote has one vote; and

(b) on a poll, a Member has one vote for every share held.

The chairman of a meeting of Members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of Members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead Member) are present at a meeting of Members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some Members do not vote on a resolution, or that votes cast by some Members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those Members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those Members. If a proxy purports to vote in a way or in circumstances that contravene section 250A(4), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of Members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of Members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a Member entitled to vote on the resolution; or

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(b) Members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one Member, signed in the manner set out in section 249B; or

(b) if the Company has more than one Member, signed in the manner set out in section 249A.

17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a Member in a manner satisfactory to the Board as being signed by that Member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

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18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s Members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by Members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow Members to inspect, and provide copies of, the minute books for the meetings of Members and for resolutions of Members passed without meetings in accordance with section 251B.

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20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to Members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

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21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a Member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of Members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by Special Resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or reissue surrendered shares in the same way as forfeited shares.

23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a Member requests the Company to issue several certificates each for a part of the shares registered in the Member’s name, the Company must do so. For this purpose, joint holders of shares are a single Member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

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23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

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(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the Member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any Special Resolution passed under section 254N, the Board may:

(a) make calls on a Member for some or all of the money unpaid on a share held by that Member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant Member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a Member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the Member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

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(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant Member a notice which:

(a) requires the Member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and reissue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) reissue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the reissue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the Member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

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25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a Member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any reissue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due;

(b) all money owed to the Company by a registered holder; and

(c) amounts for which the Company is indemnified under rule 26.3.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the Member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

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26.3 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a share held by that Member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that Member, the Company:

(a) is fully indemnified by that Member from that liability;

(b) may recover as a debt due from the Member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the Member; and

(c) may refuse to register a transfer of any share by that Member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

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(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the Member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the Member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

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(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No Member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a Member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to Members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

Subject to rule 28.6, the Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a Member, that a power of attorney granted by that Member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the Member.

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28.6 Qualifications on restrictions on share transfers

The Board may not refuse to register a transfer of shares made pursuant to a valid exercise of an enforcement power under a mortgage of, or charge or other security interest over the shares the subject of the transfer. The Board may rely on receipt of such transfer as conclusive notice that the mortgage or charge has become enforceable.

29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased Member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased Member as having any title to shares registered in the sole name of a deceased Member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased Member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a Member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable Member.

If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a Member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent Member.

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30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to Members. Subject to the terms of issue of shares, Members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of Members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to Members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of Members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by Ordinary Resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to Members on the basis of the value fixed so as to adjust the rights of Members between themselves; and

(c) vest an asset in trustees.

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30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each Member is taken to have agreed to become a Member of that corporation and to have agreed to be bound by the constitution of that corporation. Each Member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the Member becoming a Member of that corporation;

(b) agree to the Member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that Member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by Special Resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the Members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a Special Resolution:

(a) divide the assets of the Company among the Members in kind;

(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the Members and different classes of Members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the Members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a Member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

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31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a Special Resolution passed under section 507.

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas Members

A Member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

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32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint Member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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SCHEDULE

TERMS OF ISSUE OF PREFERENCE SHARES

1. Definitions

The following definitions apply in relation to a preference share issued under rule 22.2(a).

Dividend Amount for any Dividend Period means the amount calculated as

DA =	AP × DR × N
	365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

Dividend Period means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

Dividend Rate means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

Franked Dividend means a distribution franked in accordance with section 202-5 of the Tax Act.

Issue Date means the date on which the share is issued.

Issue Resolution means the resolution passed under clause 2 of this schedule.

Redeemable preference share means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

Redemption Amount in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

33

Redemption Date in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

2. Issue Resolution

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a Franked Dividend or must not be a Franked Dividend.

3. Franked Dividends

If the Issue Resolution specifies that the dividend on preference shares must be a Franked Dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. Dividend entitlement

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

34

5. Priority on winding up

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

6. Voting

The holder of a preference share has no right to vote at any meeting of Members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

7. Notices and financial reports

The Company must give the holder of a preference share notice of each meeting of Members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

8. Redemption of redeemable preference shares

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

9. Equal ranking issues

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

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EX-3.21

Exhibit 3.21

Constitution of Tronox Holdings (Australia) Pty Ltd

(ACN 071 040 750)

2012

CONTENTS

CLAUSE		PAGE
1.	PRELIMINARY		1
1.1	Proprietary company		1
1.2	Replaceable rules		1
1.3	Definitions		1
1.4	Interpretation of this document		2
1.5	Single Director Company		3
2.	DIRECTORS		3
2.1	Number of Directors		3
2.2	Appointment of Directors		3
2.3	No share qualification		4
2.4	Cessation of Director’s appointment		4
2.5	Removal from office		4
2.6	Too few Directors		4
2.7	Vacation of office by Sole Director		4
3.	ALTERNATES		5
3.1	Appointment of Alternate		5
3.2	Notice of Board meetings		5
3.3	Obligations and entitlements of Alternates		5
3.4	Termination of appointment		5
3.5	Appointments and revocations in writing		5
4.	POWERS OF THE BOARD		5
4.1	Powers generally		5
4.2	Exercise of powers		6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
6.1	Appointment and power of Managing Director		6
6.2	Termination of appointment of Managing Director		6
7.	DELEGATION OF BOARD POWERS		6
7.1	Power to delegate		6
7.2	Power to revoke delegation		7
7.3	Terms of delegation		7
7.4	Proceedings of committees		7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
8.1	Compliance with duties under the Act and general law		7
8.2	Director can hold other offices etc		7
8.3	Disclosure of interests		7
8.4	Director interested in a matter		7
8.5	Agreements with third parties		8
8.6	Directors acting in the best interests of the holding company		8
9.	DIRECTORS’ REMUNERATION		8
9.1	Remuneration of Executive Directors		8
9.2	Remuneration of non-executive Directors		8
9.3	Additional Remuneration for extra services		9
9.4	Expenses of Directors		9
9.5	Subsidiaries of Listed Corporations		9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
10.1	Indemnity		9
10.2	Insurance		9
10.3	Former officers		9
10.4	Deeds		10
11.	BOARD MEETINGS		10
11.1	Convening Board meetings		10
11.2	Notice of Board meeting		10
11.3	Use of technology		10

11.4	Chairing Board meetings	10
11.5	Quorum	10
11.6	Majority decisions	10
11.7	Procedural rules	11
11.8	Written resolution	11
11.9	Additional provisions concerning written resolutions	11
11.10	Valid proceedings	11
11.11	Single Director Company	11
12.	MEETINGS OF MEMBERS	11
12.1	Calling meetings of members	11
12.2	Notice of meeting	12
12.3	Short notice	12
12.4	Postponement or cancellation	12
12.5	Fresh notice	12
12.6	Notice to joint holders of shares	12
12.7	Technology	12
12.8	Accidental omission	12
12.9	Class meetings	12
13.	PROCEEDINGS AT MEETINGS OF MEMBERS	13
13.1	Member present at meeting	13
13.2	Quorum	13
13.3	Quorum not present	13
13.4	Chairing meetings of members	13
13.5	Attendance by auditor and Directors	13
13.6	Members rights suspended while call unpaid	13
13.7	Adjournment	14
13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES	14
14.1	Appointment of proxies	14
14.2	Member’s attorney	14
14.3	Deposit of proxy appointment forms and powers of attorney	14
14.4	Corporate representatives	14
14.5	Appointment for particular meeting, standing appointment and revocation	14
14.6	Position of proxy or attorney if member present	15
14.7	Priority of conflicting appointments of attorney or representative	15
14.8	More than two current proxy appointments	15
14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE	15
15.1	Number of votes	15
15.2	Votes of joint holders	16
15.3	Voting restrictions	16
15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT	16
16.1	Method of voting	16
16.2	Demand for a poll	16
16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS	17
17.1	Written resolutions	17
17.2	Signature of resolutions	17
18.	SECRETARY	17
18.1	Appointment of Secretary	17
18.2	Terms and conditions of office	18
18.3	Cessation of Secretary’s appointment	18
18.4	Removal from office	18
19.	MINUTES	18
19.1	Minutes must be kept	18
19.2	Minutes as evidence	18
19.3	Inspection of minute books	18

20.	COMPANY SEALS	19
20.1	Common seal	19
20.2	Use of seals	19
20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT	19
21.1	Company to keep financial records	19
21.2	Financial reporting	19
21.3	Audit	19
21.4	Inspection of financial records and books	20
22.	SHARES	20
22.1	Issue at discretion of Board	20
22.2	Preference and redeemable preference shares	20
22.3	Brokerage and commissions	20
22.4	Surrender of shares	20
23.	CERTIFICATES	20
23.1	Issue of share certificate	20
23.2	Multiple certificates and joint holders	20
23.3	Lost and worn out certificates	21
24.	REGISTER	21
24.1	Joint holders	21
24.2	Nominee holders	21
24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES	21
25.1	Fixed instalments	21
25.2	Prepayment of calls	21
25.3	Calls made by Board	22
25.4	Classes of shares	22
25.5	Obligation to pay calls	22
25.6	Called Amounts	22
25.7	Proof of call	22
25.8	Forfeiture notice	23
25.9	Forfeiture	23
25.10	Disposal and re-issue of forfeited shares	23
25.11	Notice of forfeiture	23
25.12	Cancellation of forfeiture	24
25.13	Effect of forfeiture	24
25.14	Application of proceeds	24
26.	COMPANY LIENS	24
26.1	Existence of liens	24
26.2	Sale under lien	24
27.	DIVIDENDS	25
27.1	Accumulation of reserves	25
27.2	Payment of dividends	25
27.3	Amount of dividend	25
27.4	Prepayments and payments during dividend period	25
27.5	Dividends in kind	25
27.6	Payment of dividend by way of securities in another corporation	26
27.7	Method of payment	26
27.8	Joint holders’ receipt	26
27.9	Retention of dividends by Company	26
27.10	No interest on dividends	26
28.	TRANSFER OF SHARES	26
28.1	Instrument of transfer	26
28.2	Delivery of transfer and certificate	27
28.3	Refusal to register transfer	27
28.4	Transferor remains holder until transfer registered	27
28.5	Powers of attorney	27
28.6	Transfer on enforcement of security	27

29.	TRANSMISSION OF SHARES	28
29.1	Death of joint holder	28
29.2	Death of single holder	28
29.3	Transmission of shares on insolvency or mental incapacity	28
29.4	Refusal to register holder	28
30.	SHARE CAPITAL	28
30.1	Capitalisation of profits	28
30.2	Adjustment of capitalised amounts	29
30.3	Conversion of shares	29
30.4	Reduction of capital	29
30.5	Payments in kind	29
30.6	Payment in kind by way of securities in another corporation	29
30.7	Variation of rights	30
31.	WINDING UP	30
31.1	Entitlement of members	30
31.2	Distribution of assets generally	30
31.3	No distribution of liabilities	30
31.4	Distribution not in accordance with legal rights	30
32.	NOTICES	31
32.1	Notices by Company	31
32.2	Overseas members	31
32.3	When notice is given	31
32.4	Business days	31
32.5	Notice to joint holders	31
32.6	Counting days	32
33.	UNCLAIMED MONEY	32
SCHEDULE 1		33
Terms of issue of preference shares		33

CONSTITUTION OF TRONOX HOLDINGS (AUSTRALIA) PTY LTD

Tronox Holdings (Australia) Pty Ltd

ACN 071 040 750

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

“Act” means the Corporations Act 2001 (Cth).

“Alternate” means an alternate Director appointed under rule 3.1.

“Appointor” in relation to an Alternate, means the Director who appointed the Alternate.

“Approved Fees” for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

“Board” means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

“Called Amount” in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a member to pay under rule 25.6.

“Company” means the company named at the beginning of this document whatever its name is for the time being.

“Director” means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

“Executive Director” means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

1

“Interest Rate” means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

“Listed Corporation” means a corporation that is admitted to the official list of ASX Limited.

“Listing Rules” means the official listing rules of ASX Limited.

“Managing Director” means a managing director appointed under rule 6.1.

“member” means a person whose name is entered in the Register as the holder of a share.

“ordinary resolution” means a resolution passed at a meeting of members by a majority of the votes cast by members entitled to vote on the resolution.

“Register” means the register of members kept as required by sections 168 and 169 of the Act.

“Secretary” means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

“Single Director Company” has the meaning given in rule 1.5.

“special resolution” has the meaning given by section 9 of the Act.

“Voting Member” in relation to a general meeting, or meeting of a class of members, means a member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

2

(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word “agreement” includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being “written” or “in writing” includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an ordinary resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by ordinary resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by ordinary resolution; or

(b) members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting), may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

3

2.3 No share qualification

A Director need not be a member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5; or

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by ordinary resolution; or

(b) members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

4

3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

5

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

6

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

7

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by ordinary resolution;

(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

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9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

In this rule, “Liability” means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

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10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

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11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of members

A meeting of members:

(a) may be convened at any time by the Board or a Director; and

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(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of members must be given individually to each member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of members as the annual general meeting, if all the members entitled to attend and vote agree; or

(b) otherwise, if members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

12.7 Technology

The Company may hold a meeting of members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of members as far as they are capable of application and modified as necessary.

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13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a member has appointed a proxy or attorney or (in the case of a member which is a body corporate) a representative to act at a meeting of members, that member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of members is two Voting Members. Each individual present may only be counted once toward a quorum. If a member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of members is called:

(a) if called as a result of a request of members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of members is called or is not willing to chair the meeting,

the Voting Members present must elect a member or Director present to chair the meeting.

13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of members whether or not a member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the member to be present, speak, or vote at, or be counted in the quorum for, a meeting of members.

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13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by ordinary resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A member may appoint not more than two proxies in accordance with section 249X to attend and act for the member at a meeting of members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the member in a manner, satisfactory to the Board. If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

14.4 Corporate representatives

A member that is a body corporate may appoint an individual to act as its representative at meetings of members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A member may appoint a proxy, attorney or representative to act at a particular meeting of members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a member.

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14.6 Position of proxy or attorney if member present

The appointment of a proxy or attorney is not revoked by the member attending and taking part in the general meeting, but if the member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a member is present at a meeting of members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that member which would result in there being more than two proxies of that member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of members by a proxy, attorney or representative is valid even if, before the act is done, the appointing member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to sections 250BB(1) and 250BC, rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a member has appointed two proxies, neither of those proxies may vote;

(ii) a member who is present and entitled to vote and is also a proxy, attorney or representative of another member has one vote; and

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(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a member, or a proxy, attorney or representative of a member, entitled to vote has one vote; and

(b) on a poll, a member has one vote for every share held.

The chairman of a meeting of members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead member) are present at a meeting of members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some members do not vote on a resolution, or that votes cast by some members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those members. If a proxy purports to vote in a way or in circumstances that contravene section 250BB(1), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a member entitled to vote on the resolution; or

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(b) members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which sections 250BB(1) or 250BC require to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one member, signed in the manner set out in section 249B; or

(b) if the Company has more than one member, signed in the manner set out in section 249A.

17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a member in a manner satisfactory to the Board as being signed by that member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

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18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow members to inspect, and provide copies of, the minute books for the meetings of members and for resolutions of members passed without meetings in accordance with section 251B.

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20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

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21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by special resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by special resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or re-issue surrendered shares in the same way as forfeited shares.

23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a member requests the Company to issue several certificates each for a part of the shares registered in the member’s name, the Company must do so. For this purpose, joint holders of shares are a single member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

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23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

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(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any special resolution passed under section 254N, the Board may:

(a) make calls on a member for some or all of the money unpaid on a share held by that member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

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(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant member a notice which:

(a) requires the member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and re-issue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) re-issue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the re-issue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

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25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any re-issue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

(a) Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due.

(b) The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

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27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend (including an interim dividend) it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and

25

(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation;

(b) agree to the member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

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28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a member, that a power of attorney granted by that member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the member.

28.6 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a “Security Interest”), the Board shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent, trustee or nominee of that person (each a “Mortgagee”); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those shares as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.

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29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased member as having any title to shares registered in the sole name of a deceased member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable member.

If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the terms of issue of shares, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

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30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by ordinary resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have

29

agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation;

(b) agree to the member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

(a) divide the assets of the Company among the members in kind;

(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different classes of members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a special resolution passed under section 507.

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32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas members

A member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

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32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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SCHEDULE 1

Terms of issue of preference shares

1. DEFINITIONS

The following definitions apply in relation to a preference share issued under rule 22.2(a).

“Dividend Amount for any Dividend Period” means the amount calculated as

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

“Dividend Date” means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

“Dividend Period” means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

“Dividend Rate” means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

“franked dividend” means a distribution franked in accordance with section 202-5 of the Tax Act.

“Issue Date” means the date on which the share is issued.

“Issue Resolution” means the resolution passed under clause 2 of this schedule.

“redeemable preference share” means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

“Redemption Amount” in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

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“Redemption Date” in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

“Tax Act” means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

ISSUE RESOLUTION

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a franked dividend or must not be a franked dividend.

FRANKED DIVIDENDS

If the Issue Resolution specifies that the dividend on preference shares must be a franked dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

DIVIDEND ENTITLEMENT

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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PRIORITY ON WINDING UP

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

VOTING

The holder of a preference share has no right to vote at any meeting of members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

NOTICES AND FINANCIAL REPORTS

The Company must give the holder of a preference share notice of each meeting of members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

REDEMPTION OF REDEEMABLE PREFERENCE SHARES

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

EQUAL RANKING ISSUES

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

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Signed for Tronox Holdings (Australia) Pty Ltd.

by its duly authorised director

/s/ Michael J. Foster

Signature of Director

Michael J. Foster

Name

In the presence of:

/s/ Catherine R. Liebelt

Signature of Witness

Catherine R. Liebelt

Name

36

EX-3.22

Exhibit 3.22

Constitution of Tronox Investments

(Australia) Pty Ltd

(ACN 071 040 152)

2012

CONTENTS

CLAUSE		PAGE
1.	PRELIMINARY		1
1.1	Proprietary company		1
1.2	Replaceable rules		1
1.3	Definitions		1
1.4	Interpretation of this document		2
1.5	Single Director Company		3
2.	DIRECTORS		3
2.1	Number of Directors		3
2.2	Appointment of Directors		3
2.3	No share qualification		4
2.4	Cessation of Director’s appointment		4
2.5	Removal from office		4
2.6	Too few Directors		4
2.7	Vacation of office by Sole Director		4
3.	ALTERNATES		5
3.1	Appointment of Alternate		5
3.2	Notice of Board meetings		5
3.3	Obligations and entitlements of Alternates		5
3.4	Termination of appointment		5
3.5	Appointments and revocations in writing		5
4.	POWERS OF THE BOARD		6
4.1	Powers generally		6
4.2	Exercise of powers		6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
6.1	Appointment and power of Managing Director		6
6.2	Termination of appointment of Managing Director		6
7.	DELEGATION OF BOARD POWERS		6
7.1	Power to delegate		6
7.2	Power to revoke delegation		7
7.3	Terms of delegation		7
7.4	Proceedings of committees		7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
8.1	Compliance with duties under the Act and general law		7
8.2	Director can hold other offices etc		7
8.3	Disclosure of interests		7
8.4	Director interested in a matter		7
8.5	Agreements with third parties		8
8.6	Directors acting in the best interests of the holding company		8
9.	DIRECTORS’ REMUNERATION		8
9.1	Remuneration of Executive Directors		8
9.2	Remuneration of non-executive Directors		8
9.3	Additional Remuneration for extra services		9
9.4	Expenses of Directors		9
9.5	Subsidiaries of Listed Corporations		9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
10.1	Indemnity		9
10.2	Insurance		9
10.3	Former officers		9
10.4	Deeds		10
11.	BOARD MEETINGS		10
11.1	Convening Board meetings		10
11.2	Notice of Board meeting		10
11.3	Use of technology		10

11.4	Chairing Board meetings	10
11.5	Quorum	10
11.6	Majority decisions	10
11.7	Procedural rules	11
11.8	Written resolution	11
11.9	Additional provisions concerning written resolutions	11
11.10	Valid proceedings	11
11.11	Single Director Company	11
12.	MEETINGS OF MEMBERS	11
12.1	Calling meetings of members	11
12.2	Notice of meeting	12
12.3	Short notice	12
12.4	Postponement or cancellation	12
12.5	Fresh notice	12
12.6	Notice to joint holders of shares	12
12.7	Technology	12
12.8	Accidental omission	12
12.9	Class meetings	12
13.	PROCEEDINGS AT MEETINGS OF MEMBERS	13
13.1	Member present at meeting	13
13.2	Quorum	13
13.3	Quorum not present	13
13.4	Chairing meetings of members	13
13.5	Attendance by auditor and Directors	13
13.6	Members rights suspended while call unpaid	13
13.7	Adjournment	14
13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES	14
14.1	Appointment of proxies	14
14.2	Member’s attorney	14
14.3	Deposit of proxy appointment forms and powers of attorney	14
14.4	Corporate representatives	14
14.5	Appointment for particular meeting, standing appointment and revocation	14
14.6	Position of proxy or attorney if member present	15
14.7	Priority of conflicting appointments of attorney or representative	15
14.8	More than two current proxy appointments	15
14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE	15
15.1	Number of votes	15
15.2	Votes of joint holders	16
15.3	Voting restrictions	16
15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT	16
16.1	Method of voting	16
16.2	Demand for a poll	16
16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS	17
17.1	Written resolutions	17
17.2	Signature of resolutions	17
18.	SECRETARY	17
18.1	Appointment of Secretary	17
18.2	Terms and conditions of office	18
18.3	Cessation of Secretary’s appointment	18
18.4	Removal from office	18
19.	MINUTES	18
19.1	Minutes must be kept	18
19.2	Minutes as evidence	18
19.3	Inspection of minute books	18

20.	COMPANY SEALS	19
20.1	Common seal	19
20.2	Use of seals	19
20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT	19
21.1	Company to keep financial records	19
21.2	Financial reporting	19
21.3	Audit	19
21.4	Inspection of financial records and books	20
22.	SHARES	20
22.1	Issue at discretion of Board	20
22.2	Preference and redeemable preference shares	20
22.3	Brokerage and commissions	20
22.4	Surrender of shares	20
23.	CERTIFICATES	20
23.1	Issue of share certificate	20
23.2	Multiple certificates and joint holders	20
23.3	Lost and worn out certificates	21
24.	REGISTER	21
24.1	Joint holders	21
24.2	Nominee holders	21
24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES	21
25.1	Fixed instalments	21
25.2	Prepayment of calls	21
25.3	Calls made by Board	22
25.4	Classes of shares	22
25.5	Obligation to pay calls	22
25.6	Called Amounts	22
25.7	Proof of call	22
25.8	Forfeiture notice	23
25.9	Forfeiture	23
25.10	Disposal and re-issue of forfeited shares	23
25.11	Notice of forfeiture	23
25.12	Cancellation of forfeiture	24
25.13	Effect of forfeiture	24
25.14	Application of proceeds	24
26.	COMPANY LIENS	24
26.1	Existence of liens	24
26.2	Sale under lien	24
27.	DIVIDENDS	25
27.1	Accumulation of reserves	25
27.2	Payment of dividends	25
27.3	Amount of dividend	25
27.4	Prepayments and payments during dividend period	25
27.5	Dividends in kind	25
27.6	Payment of dividend by way of securities in another corporation	26
27.7	Method of payment	26
27.8	Joint holders’ receipt	26
27.9	Retention of dividends by Company	26
27.10	No interest on dividends	26
28.	TRANSFER OF SHARES	26
28.1	Instrument of transfer	26
28.2	Delivery of transfer and certificate	27
28.3	Refusal to register transfer	27
28.4	Transferor remains holder until transfer registered	27
28.5	Powers of attorney	27
28.6	Transfer on enforcement of security	27

29.	TRANSMISSION OF SHARES	28
29.1	Death of joint holder	28
29.2	Death of single holder	28
29.3	Transmission of shares on insolvency or mental incapacity	28
29.4	Refusal to register holder	28
30.	SHARE CAPITAL	28
30.1	Capitalisation of profits	28
30.2	Adjustment of capitalised amounts	29
30.3	Conversion of shares	29
30.4	Reduction of capital	29
30.5	Payments in kind	29
30.6	Payment in kind by way of securities in another corporation	29
30.7	Variation of rights	30
31.	WINDING UP	30
31.1	Entitlement of members	30
31.2	Distribution of assets generally	30
31.3	No distribution of liabilities	30
31.4	Distribution not in accordance with legal rights	30
32.	NOTICES	31
32.1	Notices by Company	31
32.2	Overseas members	31
32.3	When notice is given	31
32.4	Business days	31
32.5	Notice to joint holders	31
32.6	Counting days	32
33.	UNCLAIMED MONEY	32
SCHEDULE 1		33
Terms of issue of preference shares		33

CONSTITUTION OF TRONOX INVESTMENTS (AUSTRALIA) PTY LTD

Tronox Investments (Australia) Pty Ltd

ACN 071 040 152

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

“Act” means the Corporations Act 2001 (Cth).

“Alternate” means an alternate Director appointed under rule 3.1.

“Appointor” in relation to an Alternate, means the Director who appointed the Alternate.

“Approved Fees” for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

“Board” means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

“Called Amount” in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a member to pay under rule 25.6.

“Company” means the company named at the beginning of this document whatever its name is for the time being.

“Director” means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

“Executive Director” means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

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“Interest Rate” means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

“Listed Corporation” means a corporation that is admitted to the official list of ASX Limited.

“Listing Rules” means the official listing rules of ASX Limited.

“Managing Director” means a managing director appointed under rule 6.1.

“member” means a person whose name is entered in the Register as the holder of a share.

“ordinary resolution” means a resolution passed at a meeting of members by a majority of the votes cast by members entitled to vote on the resolution.

“Register” means the register of members kept as required by sections 168 and 169 of the Act.

“Secretary” means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

“Single Director Company” has the meaning given in rule 1.5.

“special resolution” has the meaning given by section 9 of the Act.

“Voting Member” in relation to a general meeting, or meeting of a class of members, means a member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word “agreement” includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being “written” or “in writing” includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an ordinary resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by ordinary resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by ordinary resolution; or

(b) members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting), may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

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2.3 No share qualification

A Director need not be a member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5; or

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by ordinary resolution; or

(b) members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

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4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

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7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

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(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by ordinary resolution;

(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

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9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

In this rule, “Liability” means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

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10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

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11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

12. MEETINGS OF MEMBERS

12.1 Calling meetings of members

A meeting of members:

(a) may be convened at any time by the Board or a Director; and

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(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of members must be given individually to each member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of members as the annual general meeting, if all the members entitled to attend and vote agree; or

(b) otherwise, if members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

12.7 Technology

The Company may hold a meeting of members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of members as far as they are capable of application and modified as necessary.

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13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a member has appointed a proxy or attorney or (in the case of a member which is a body corporate) a representative to act at a meeting of members, that member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of members is two Voting Members. Each individual present may only be counted once toward a quorum. If a member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of members is called:

(a) if called as a result of a request of members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of members is called or is not willing to chair the meeting,

the Voting Members present must elect a member or Director present to chair the meeting.

13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of members whether or not a member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the member to be present, speak, or vote at, or be counted in the quorum for, a meeting of members.

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13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by ordinary resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A member may appoint not more than two proxies in accordance with section 249X to attend and act for the member at a meeting of members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the member in a manner, satisfactory to the Board. If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

14.4 Corporate representatives

A member that is a body corporate may appoint an individual to act as its representative at meetings of members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A member may appoint a proxy, attorney or representative to act at a particular meeting of members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a member.

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14.6 Position of proxy or attorney if member present

The appointment of a proxy or attorney is not revoked by the member attending and taking part in the general meeting, but if the member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a member is present at a meeting of members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that member which would result in there being more than two proxies of that member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of members by a proxy, attorney or representative is valid even if, before the act is done, the appointing member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to sections 250BB(1) and 250BC, rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a member has appointed two proxies, neither of those proxies may vote;

(ii) a member who is present and entitled to vote and is also a proxy, attorney or representative of another member has one vote; and

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(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a member, or a proxy, attorney or representative of a member, entitled to vote has one vote; and

(b) on a poll, a member has one vote for every share held.

The chairman of a meeting of members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead member) are present at a meeting of members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some members do not vote on a resolution, or that votes cast by some members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those members. If a proxy purports to vote in a way or in circumstances that contravene section 250BB(1), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a member entitled to vote on the resolution; or

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(b) members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which sections 250BB(1) or 250BC require to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one member, signed in the manner set out in section 249B; or

(b) if the Company has more than one member, signed in the manner set out in section 249A.

17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a member in a manner satisfactory to the Board as being signed by that member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

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18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow members to inspect, and provide copies of, the minute books for the meetings of members and for resolutions of members passed without meetings in accordance with section 251B.

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20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

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21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by special resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by special resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or re-issue surrendered shares in the same way as forfeited shares.

23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a member requests the Company to issue several certificates each for a part of the shares registered in the member’s name, the Company must do so. For this purpose, joint holders of shares are a single member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

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23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

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(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any special resolution passed under section 254N, the Board may:

(a) make calls on a member for some or all of the money unpaid on a share held by that member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

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(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant member a notice which:

(a) requires the member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and re-issue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) re-issue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the re-issue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

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25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any re-issue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

(a) Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due.

(b) The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

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27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend (including an interim dividend) it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and

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(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation;

(b) agree to the member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

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28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a member, that a power of attorney granted by that member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the member.

28.6 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a “Security Interest”), the Board shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent, trustee or nominee of that person (each a “Mortgagee”); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those shares as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.

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29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased member as having any title to shares registered in the sole name of a deceased member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable member.

If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the terms of issue of shares, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

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30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by ordinary resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have

29

agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation;

(b) agree to the member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

(a) divide the assets of the Company among the members in kind;

(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different classes of members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a special resolution passed under section 507.

30

32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas members

A member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

31

32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

32

SCHEDULE 1

Terms of issue of preference shares

1. DEFINITIONS

The following definitions apply in relation to a preference share issued under rule 22.2(a).

“Dividend Amount for any Dividend Period” means the amount calculated as

DA=	AP x DR x N
	365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

“Dividend Date” means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

“Dividend Period” means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

“Dividend Rate” means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

“franked dividend” means a distribution franked in accordance with section 202-5 of the Tax Act.

“Issue Date” means the date on which the share is issued.

“Issue Resolution” means the resolution passed under clause 2 of this schedule.

“redeemable preference share” means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

“Redemption Amount” in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

33

“Redemption Date” in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

“Tax Act” means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

ISSUE RESOLUTION

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a franked dividend or must not be a franked dividend.

FRANKED DIVIDENDS

If the Issue Resolution specifies that the dividend on preference shares must be a franked dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

DIVIDEND ENTITLEMENT

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

34

PRIORITY ON WINDING UP

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

VOTING

The holder of a preference share has no right to vote at any meeting of members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

NOTICES AND FINANCIAL REPORTS

The Company must give the holder of a preference share notice of each meeting of members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

REDEMPTION OF REDEEMABLE PREFERENCE SHARES

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

EQUAL RANKING ISSUES

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

35

Signed for Tronox Investments (Australia) Pty Ltd.

by its duly authorised director

/s/ Michael J. Foster

Signature of Director

Michael J. Foster

Name

In the presence of:

/s/ Catherine R. Liebelt

Signature of Witness

Catherine R. Liebelt

Name

36

EX-3.23

Exhibit 3.23

FREEHILLS ATTN: JOSIE MEILAK

Level 43

101 Collins Street

MELBOURNE VIC 3000

Certificate of Registration on Change of Name
This is to certify that EXXARO AUSTRALIA SANDS PTY LTD Australian Company Number 009 084 851 did on the fifteenth day of June 2012 change its name to TRONOX AUSTRALIA SANDS PTY LTD Australian Company Number 009 084 851 The company is a proprietary company. The company is limited by shares. The company is taken to be registered under the Corporations Act 2001 in Western Australia and the date of commencement of registration is the thirty-first day of January, 1984.
	Issued by the
	Australian Securities and Investments Commission
	on this fifteenth day of June, 2012.
	/s/ Greg Medcraft
	Greg Medcraft
	Chairman

TICOR PTY LTD

Level 2

24 Outram Street

WEST PERTH WA 6005

Certificate of Registration on Change of Name
This is to certify that
TICOR PTY LTD
Australian Company Number 009 084 851
did on the ninth day of November 2006 change its name to
EXXARO AUSTRALIA SANDS PTY LTD
Australian Company Number 009 084 851
The company is a proprietary company.
The company is limited by shares.
The company is taken to be registered under the Corporations Act 2001 in Western Australia and the date of commencement of registration is the thirty-first of January, 1984.
	Issued by the Australian Securities and Investments Commission on this ninth day of November, 2006.
	/s/ Jeffrey Lucy
	Jeffrey Lucy
	Chairman

ANNEXURE A

Constitution

of

Ticor Pty Ltd

ABN 28 009 084 851

A company limited by shares

This constitution was adopted by the above company on 9 November 2006 and is signed by me for the purpose of identification.

/s/ PC Robinson

PC ROBINSON

Director

Constitution

Table of Contents

1.	Preliminary		1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	3
	1.5	Payments	5
2.	Share capital		5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Issue of shares of same class	7
	2.4	Joint holders of shares	8
	2.5	Equitable and other claims	8
	2.6	Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender		8
	3.1	Calls	8
	3.2	Proceedings for recovery of calls	9
	3.3	Payments in advance of calls	9
	3.4	Forfeiture of partly paid shares	10
	3.5	Indemnity for payments by the company	11
	3.6	Lien on shares	12
	3.7	Surrender of shares	12
	3.8	General provisions applicable to a disposal of shares under this constitution	13
	3.9	Interest payable by member	14
4.	Distribution of Profits		14
	4.1	Dividends	14

Constitution

	4.2	Capitalisation of profits	16
	4.3	Ancillary powers	16
	4.4	Reserves	17
	4.5	Carry forward of profits	17
	4.6	Dividend reinvestment plans	18
	4.7	Dividend selection plans	18
5.	Transfer and transmission of shares		18
	5.1	Transfer of shares	18
	5.2	Registration of transfers	19
	5.3	Power to suspend registration of transfers	19
	5.4	Transmission of shares	19
6.	General meetings		20
	6.1	Calling general meetings	20
	6.2	Notice of general meetings	20
	6.3	Admission to general meetings	21
	6.4	Quorum at general meetings	22
	6.5	Chair of general meetings	22
	6.6	Conduct of general meetings	23
	6.7	Decisions at general meetings	23
	6.8	Voting rights	24
	6.9	Representation at general meeting	26
	6.10	Separate class meetings	28
	6.11	Decisions without meetings	28
7.	Directors		28
	7.1	Appointment and removal of directors	28
	7.2	Vacation of office	29
	7.3	Remuneration and expenses	29

Constitution

	7.4	Interested directors	30
	7.5	Powers and duties of directors	31
	7.6	Proceedings of directors	32
	7.7	Convening of meetings of directors	33
	7.8	Notice of meetings of directors	33
	7.9	Quorum at meetings of directors	33
	7.10	Chair and deputy chair of directors	34
	7.11	Decisions of directors	35
	7.12	Written resolutions	35
	7.13	Alternate directors	35
	7.14	Committees of directors	37
	7.15	Delegation to individual directors	37
	7.16	Validity of acts	37
	7.17	Authority to act in the best interests of a holding company	38
8.	Executive officers		38
	8.1	Managing directors, deputy managing directors and executive directors	38
	8.2	Associate directors	38
	8.3	Secretaries	38
	8.4	Terms of office	39
9.	Indemnity and insurance		39
	9.1	Indemnity	39
	9.2	Insurance	41
	9.3	Savings	41
	9.4	Officer	41
10.	Winding-up		42
	10.1	Distribution of surplus	42
	10.2	Division of property	42

Constitution

11.	Minutes and records		43
	11.1	Minute books	43
	11.2	Minutes	43
	11.3	Evidence	44
	11.4	Inspection of records	44
12.	Execution of documents		44
	12.1	Manner of execution	44
	12.2	Common seal	44
	12.3	Safe custody of seal	44
	12.4	Use of seal	44
	12.5	Seal register	45
	12.6	Duplicate seal	45
	12.7	Share seal or certificate seal	45
	12.8	Sealing and signing of certificates	46
13.	Notices		46
	13.1	Notices by the company to members	46
	13.2	Notices by the company to the directors	47
	13.3	Notices posted to addresses outside the Commonwealth	47
	13.4	Time of service	47
	13.5	Other communications and documents	47
	13.6	Notices in writing	48

Constitution Page 1

Ticor Pty Ltd

ABN 28 009 084 851

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company:

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

Constitution Page 2

“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

Constitution Page 3

(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

Constitution Page 4

(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeat, rescind, revoke, amend or vary the act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

Constitution Page 5

1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

Constitution Page 6

(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

Constitution Page 7

(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1. Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) A member does not receive a notice of a call; or

(2) The company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) Interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) Any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for an account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, so amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms if issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a members;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(l) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for a value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provisions.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any shares or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to as share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided;

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D required it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error: or

(2) before or after the meeting, the person:

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse administration to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more – 2 of those members; or

(2) if only 1 member is entitled to vote – that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holdings of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cossation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting in the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority;

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(l) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

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(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(b) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

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(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependent of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b)

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promoters or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

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(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company;

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

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(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that directors is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors: or

(2) the chair of deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A directors may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a directors.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing an

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alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

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(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for the 7.3(c).

The powers of delegation expressly conferred by rules 7.14 and 7.15 or otherwise expressly or impliedly conferred by this constitution on the directors are conferred in substitution for, and to the exclusion of, the power conferred by section 198D of the Corporations Act.

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

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7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

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8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8, the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

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(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owned to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

Constitution Page 41

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) a person who is concerned in, or takes part in, the management of the company (regardless of the person’s designation and whether or not the person is a director or secretary of the company); and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

Constitution Page 42

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

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(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

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11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3. Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must by signed by:

(1) 2 directors;

Constitution Page 45

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

Constitution Page 46

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and;

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent of the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

Constitution Page 47

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

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13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

RESOLUTION UNDER SECTION 249B OF THE CORPORATIONS ACT OF EXXARO

AUSTRALIA SANDS PTY LTD ACN 009 084 851

We, the undersigned, being all the shareholders of Exxaro Australia Sands Pty Ltd (the “Company”), UNANIMOUSLY RESOLVE that the constitution of the Company be amended as set out below:

Clause 5.2 is amended by replacing the words “Subject to this constitution” in the first sentence with the words “Subject to clause 5.5, this constitution”.

Clause 5.3 is amended by replacing the words “The directors” in the first sentence with the words “Subject to clause 5.5, the directors”.

A new clause 5.5 shall be added immediately after the end of clause 5.4 as follows:

“5.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

Dated 15 June 2012

SIGNED for and on behalf of EXXARO INVESTMENTS (AUSTRALIA) PTY LTD:	/s/ MICHAEL JON FOSTER
	Signature of director
	MICHAEL JON FOSTER
	Name

1

EX-3.24

Exhibit 3.24

Member’s resolution

Ticor Resources Pty Ltd (Company)

ABN 27 002 376 847

Special resolution passed under subsection 249B(1) of the Corporations Act 2001 (Cth) signed by parent company which is the sole member

We the undersigned, being the representatives of the sole member of the Company entitled to vote on the resolution, are in favour of the resolution set out below:

Resolved as a special resolution:

the constitution of the Company be amended by deleting the existing Rules 5.2 and 5.3, and inserting the following as new rules 5.2, 5.3 and 5.5:

“5.2 Registration of Shares

Subject to rule 5.6 and any special rights conferred on the holders of any shares or class of shares, the Directors may, in their absolute discretion, refuse to register a transfer of shares without giving any reason for such refusal.

5.3 Power to suspend registration of transfers

Subject to rule 5.5 the directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

	Signed by
	Exxaro Australia Sands Pty Ltd
	ABN 28 009 084 851
sign here u	/s/ SAREL STEFANUS WEBER
	Company Secretary/Director
print name	SAREL STEFANUS WEBER
date and time	23 JULY 2010 at 09h00
sign here u	/s/ TONY MARTIN
	Director
print name	TONY MARTIN
date and time	23 JULY 2010 at 09h00

page 2

Constitution

of

Ticor Resources Pty Ltd

ACN 002 376 847

A company limited by shares

This constitution was adopted by the above company on 12 April 2005 and is signed by me for the purpose of identification.

/s/ P C ROBINSON

P C ROBINSON

Director

Norton Gledhill

C O M M E R C I A L    L A W Y E R S

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary		1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	3
	1.5	Payments	5
2.	Share capital		5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Issue of shares of same class	7
	2.4	Joint holders of shares	7
	2.5	Equitable and other claims	8
	2.6	Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender		8
	3.1	Calls	8
	3.2	Proceedings for recovery of calls	9
	3.3	Payments in advance of calls	9
	3.4	Forfeiture of partly paid shares	10
	3.5	Indemnity for payments by the company	11
	3.6	Lien on shares	12
	3.7	Surrender of shares	12
	3.8	General provisions applicable to a disposal of shares under this constitution	13
	3.9	Interest payable by member	14
4.	Distribution of Profits		14
	4.1	Dividends	14

Constitution

	4.2	Capitalisation of profits	16
	4.3	Ancillary powers	16
	4.4	Reserves	17
	4.5	Carry forward of profits	17
	4.6	Dividend reinvestment plans	18
	4.7	Dividend selection plans	18
5.	Transfer and transmission of shares		18
	5.1	Transfer of shares	18
	5.2	Registration of transfers	19
	5.3	Power to suspend registration of transfers	19
	5.4	Transmission of shares	19
6.	General meetings		20
	6.1	Calling general meetings	20
	6.2	Notice of general meetings	20
	6.3	Admission to general meetings	21
	6.4	Quorum at general meetings	22
	6.5	Chair of general meetings	22
	6.6	Conduct of general meetings	23
	6.7	Decisions at general meetings	23
	6.8	Voting rights	24
	6.9	Representation at general meeting	26
	6.10	Separate class meetings	28
	6.11	Decisions without meetings	28
7.	Directors		28
	7.1	Appointment and removal of directors	28
	7.2	Vacation of office	29
	7.3	Remuneration and expenses	29

Constitution

	7.4	Interested directors	30
	7.5	Powers and duties of directors	31
	7.6	Proceedings of directors	32
	7.7	Convening of meetings of directors	33
	7.8	Notice of meetings of directors	33
	7.9	Quorum at meetings of directors	33
	7.10	Chair and deputy chair of directors	34
	7.11	Decisions of directors	35
	7.12	Written resolutions	35
	7.13	Alternate directors	35
	7.14	Committees of directors	37
	7.15	Delegation to individual directors	37
	7.16	Validity of acts	37
	7.17	Authority to act in the best interests of a holding company	37
8.	Executive officers		38
	8.1	Managing directors, deputy managing directors and executive directors	38
	8.2	Associate directors	38
	8.3	Secretaries	38
	8.4	Terms of office	39
9.	Indemnity and insurance		39
	9.1	Indemnity	39
	9.2	Insurance	41
	9.3	Savings	41
	9.4	Officer	41
10.	Winding-up		41
	10.1	Distribution of surplus	41
	10.2	Division of property	42

Constitution

11.	Minutes and records		43
	11.1	Minute books	43
	11.2	Minutes	43
	11.3	Evidence	43
	11.4	Inspection of records	43
12.	Execution of documents		44
	12.1	Manner of execution	44
	12.2	Common seal	44
	12.3	Safe custody of seal	44
	12.4	Use of seal	44
	12.5	Seal register	44
	12.6	Duplicate seal	45
	12.7	Share seal or certificate seal	45
	12.8	Sealing and signing of certificates	45
13.	Notices		46
	13.1	Notices by the company to members	46
	13.2	Notices by the company to the directors	47
	13.3	Notices posted to addresses outside the Commonwealth	47
	13.4	Time of service	47
	13.5	Other communications and documents	47
	13.6	Notices in writing	47

Constitution Page 1

Ticor Resources Pty Ltd

ACN 002 376 847

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

Constitution Page 2

“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

Constitution Page 3

(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

Constitution Page 4

(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

Constitution Page 5

1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(1) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up, or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration or transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder, and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person:

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(l) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(l) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member.

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

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(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

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(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

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(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors, and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

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alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

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(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

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8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

Constitution Page 39

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8, the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnify in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does not anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

Constitution Page 42

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that the amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in the rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

Constitution Page 43

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

Constitution Page 44

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

Constitution Page 45

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

Constitution Page 46

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

Constitution Page 47

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.25

Exhibit 3.25

Constitution

of

Ticor Finance (ACT) Pty Ltd

ACN 008 659 363

A company limited by shares

Norton Gledhill

C O M M E R C I A L    L A W Y E R S

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary		1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	3
	1.5	Payments	5
2.	Share capital		5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Issue of shares of same class	7
	2.4	Joint holders of shares	7
	2.5	Equitable and other claims	8
	2 6	Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender		8
	3.1	Calls	8
	3.2	Proceedings for recovery of calls	9
	3.3	Payments in advance of calls	9
	3.4	Forfeiture of partly paid shares	10
	3.5	Indemnity for payments by the company	11
	3.6	Lien on shares	12
	3.7	Surrender of shares	12
	3.8	General provisions applicable to a disposal of shares under this constitution	13
	3.9	Interest payable by member	14
4.	Distribution of Profits		14
	4.1	Dividends	14

Constitution

	4.2	Capitalisation of profits	16
	4.3	Ancillary powers	16
	4.4	Reserves	17
	4.5	Carry forward of profits	17
	4.6	Dividend reinvestment plans	18
	4.7	Dividend selection plans	18
5.	Transfer and transmission of shares		18
	5.1	Transfer of shares	18
	5.2	Registration of transfers	19
	5.3	Power to suspend registration of transfers	19
	5 4	Transmission of shares	19
6.	General meetings		20
	6.1	Calling general meetings	20
	6.2	Notice of general meetings	20
	6.3	Admission to general meetings	21
	6.4	Quorum at general meetings	22
	6.5	Chair of general meetings	22
	6.6	Conduct of general meetings	23
	6.7	Decisions at general meetings	23
	6 8	Voting rights	24
	6.9	Representation at general meeting	26
	6.10	Separate class meetings	28
	6.11	Decisions without meetings	28
7.	Directors		28
	7.1	Appointment and removal of directors	28
	7.2	Vacation of office	29
	7.3	Remuneration and expenses	29

Constitution

	7.4	Interested directors	30
	7.5	Powers and duties of directors	31
	7.6	Proceedings of directors	32
	7.7	Convening of meetings of directors	33
	7.8	Notice of meetings of directors	33
	7.9	Quorum at meetings of directors	33
	7.10	Chair and deputy chair of directors	34
	7.11	Decisions of directors	35
	7.12	Written resolutions	35
	7.13	Alternate directors	35
	7.14	Committees of directors	37
	7.15	Delegation to individual directors	37
	7.16	Validity of acts	37
	7.17	Authority to act in the best interests of a holding company	37
8.	Executive officers		38
	8.1	Managing directors, deputy managing directors and executive directors	38
	8.2	Associate directors	38
	8.3	Secretaries	38
	8.4	Terms of office	39
9.	Indemnity and insurance		39
	9.1	Indemnify	39
	9.2	Insurance	41
	9.3	Savings	41
	9.4	Officer	41
10.	Winding-up		41
	10.1	Distribution of surplus	41
	10.2	Division of property	42

Constitution

11.	Minutes and records		43
	11.1	Minute books	43
	11.2	Minutes	43
	11.3	Evidence	43
	11.4	Inspection of records	43
12.	Execution of documents		44
	12.1	Manner of execution	44
	12.2	Common seal	44
	12.3	Safe custody of seal	44
	12.4	Use of seal	44
	12.5	Seal register	44
	12.6	Duplicate seal	45
	12.7	Share seal or certificate seal	45
	12.8	Sealing and signing certificates	45
13.	Notices		46
	13.1	Notices by the company to members	46
	13.2	Notices by the company to the directors	47
	13.3	Notices posted to address outside the Commonwealth	47
	13.4	Time of service	47
	13.5	Other communications and documents	47
	13.6	Notices in writing	47

Constitution Page 1

Ticor Finance (ACT) Pty Ltd

ACN 008 659 363

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

Constitution Page 2

“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

Constitution Page 3

(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

Constitution Page 4

(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

Constitution Page 5

1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(l) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person:

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not;

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair or directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(l) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

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(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(1) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

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(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

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(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

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alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

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(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

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8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

Constitution Page 39

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8 the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

Constitution Page 42

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

Constitution Page 43

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

Constitution Page 44

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

Constitution Page 45

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

Constitution Page 46

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

Constitution Page 47

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.26

Exhibit 3.26

Member’s resolution

TiO2 Corporation Pty Ltd (Company)

ABN 50 009 124 181

Special resolution passed under subsection 249B(1) of the Corporations Act 2001 (Cth) signed by parent company which is the sole member

We the undersigned, being the representatives of the sole member of the Company entitled to vote on the resolution, are in favour of the resolution set out below:

Resolved as a special resolution:

the constitution of the Company be amended by deleting the existing Rules 5.2 and 5.3, and inserting the following as new rules 5.2, 5.3 and 5.5:

“5.2 Registration of Shares

Subject to rule 5.5 and any special rights conferred on the holders of any shares or class of shares, the Directors may, in their absolute discretion, refuse to register a transfer of shares without giving any reason for such refusal.

5.3 Power to suspend registration of transfers

Subject to rule 5.5 the directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

	Signed by Ticor Resources Pty Ltd ABN 27 002 376 847
sign here u	/s/ SAREL STEFANUS WEBER
	Company Secretary/Director
print name	SAREL STEFANUS WEBER
date and time	23 JULY 2010 at 09h30
sign here u	/s/ TONY MARTIN
	Director
print name	TONY MARTIN
date and time	23 JULY 2010 at 09h30

page 2

Constitution

of

TiO₂ Corporation Pty Ltd

ACN 009 124 181

A company limited by shares

This constitution was adopted by the above company on 12 April 2005 and is signed by me for the purpose of identification.

/s/ P C ROBINSON

P C ROBINSON

Director

Norton Gledhill

C O M M E R C I A L    L A W Y E R S

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary	1
	1.1      Application of the Corporations Act	1
	1.2      Definitions	1
	1.3      Interpretation	2
	1.4      Powers under this constitution	3
	1.5      Payments	5
2.	Share capital	5
	2.1      Shares	5
	2.2      Preference shares	5
	2.3      Issue of shares of same class	7
	2.4      Joint holders of shares	7
	2.5      Equitable and other claims	8
	2.6      Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender	8
	3.1      Calls	8
	3.2      Proceedings for recovery of calls	9
	3.3      Payments in advance of calls	9
	3.4      Forfeiture of partly paid shares	10
	3.5      Indemnity for payments by the company	11
	3.6      Lien on shares	12
	3.7      Surrender of shares	12
	3.8      General provisions applicable to a disposal of shares under this constitution	13
	3.9      Interest payable by member	14
4.	Distribution of Profits	14
	4.1      Dividends	14

Constitution

	4.2      Capitalisation of profits	16
	4.3      Ancillary powers	16
	4.4      Reserves	17
	4.5      Carry forward of profits	17
	4.6      Dividend reinvestment plans	18
	4.7      Dividend selection plans	18
5.	Transfer and transmission of shares	18
	5.1      Transfer of shares	18
	5.2      Registration of transfers	19
	5.3      Power to suspend registration of transfers	19
	5.4      Transmission of shares	19
6.	General meetings	20
	6.1      Calling general meetings	20
	6.2      Notice of general meetings	20
	6.3      Admission to general meetings	21
	6.4      Quorum at general meetings	22
	6.5      Chair of general meetings	22
	6.6      Conduct of general meetings	23
	6.7      Decisions at general meetings	23
	6.8      Voting rights	24
	6.9      Representation at general meeting	26
	6.10    Separate class meetings	28
	6.11    Decisions without meetings	28
7.	Directors	28
	7.1      Appointment and removal of directors	28
	7.2      Vacation of office	29
	7.3      Remuneration and expenses	29

Constitution

	7.4      Interested directors	30
	7.5      Powers and duties of directors	31
	7.6      Proceedings of directors	32
	7.7      Convening of meetings of directors	33
	7.8      Notice of meetings of directors	33
	7.9      Quorum at meetings of directors	33
	7.10    Chair and deputy chair of directors	34
	7.11    Decisions of directors	35
	7.12    Written resolutions	35
	7.13    Alternate directors	35
	7.14    Committees of directors	37
	7.15    Delegation to individual directors	37
	7.16    Validity of acts	37
	7.17    Authority to act in the best interests of a holding company	37
8.	Executive officers	38
	8.1      Managing directors, deputy managing directors and executive directors	38
	8.2      Associate directors	38
	8.3      Secretaries	38
	8.4      Terms of office	39
9.	Indemnity and insurance	39
	9.1      Indemnity	39
	9.2      Insurance	41
	9.3      Savings	41
	9.4      Officer	41
10.	Winding-up	41
	10.1    Distribution of surplus	41
	10.2    Division of property	42

Constitution

11.	Minutes and records	43
	11.1    Minute books	43
	11.2    Minutes	43
	11.3    Evidence	43
	11.4    Inspection of records	43
12.	Execution of documents	44
	12.1    Manner of execution	44
	12.2    Common seal	44
	12.3    Safe custody of seal	44
	12.4    Use of seal	44
	12.5    Seal register	44
	12.6    Duplicate seal	45
	12.7    Share seal or certificate seal	45
	12.8    Sealing and signing of certificates	45
13.	Notices	46
	13.1    Notices by the company to members	46
	13.2    Notices by the company to the directors	47
	13.3    Notices posted to addresses outside the Commonwealth	47
	13.4    Time of service	47
	13.5    Other communications and documents	47
	13.6    Notices in writing	47

Constitution Page 1

TiO₂ Corporation Pty Ltd

ACN 009 124 181

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

Constitution Page 2

“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

Constitution Page 3

(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

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(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

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1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(l) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person:

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minute after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(1) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(1) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

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(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

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(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

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(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

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alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(1) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

Constitution Page 37

(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if the director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

Constitution Page 38

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

Constitution Page 39

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8, the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

Constitution Page 42

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

Constitution Page 43

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

Constitution Page 44

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal; rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

Constitution Page 45

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

Constitution Page 46

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

Constitution Page 47

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.27

Exhibit 3.27

Member’s resolution

Yalgoo Minerals Pty. Ltd. (Company)

ABN 21 008 946 383

Special resolution passed under subsection 249B(1) of the Corporations Act 2001 (Cth) signed by parent company which is the sole member

We the undersigned, being the representatives of the sole member of the Company entitled to vote on the resolution, are in favour of the resolution set out below:

Resolved as a special resolution:

the constitution of the Company be amended by deleting the existing Rules 5.2 and 5.3, and inserting the following as new rules 5.2, 5.3 and 5.5:

“5.2 Registration of Shares

Subject to rule 5.5 and any special rights conferred on the holders of any shares or class of shares, the Directors may, in their absolute discretion, refuse to register a transfer of shares without giving any reason for such refusal.

5.3 Power to suspend registration of transfers

Subject to rule 5.5 the directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

	Signed by
	TiO2 Corporation Pty Ltd
	ABN 050 009 124 181
sign here	/s/ SAREL STEFANUS WEBER
	Company Secretary/Director
print name	SAREL STEFANUS WEBER
date and time	23 JULY 2010 at 10h00
sign here	/s/ TONY MARTIN
	Director
print name	TONY MARTIN
date and time	23 JULY 2010 at 10h00

page 2

Constitution

of

Yalgoo Minerals Pty Ltd

ACN 008 948 383

A company limited by shares

This constitution was adopted by the above company on 12 April 2005 and is signed by me for the purpose of identification.

/s/ P C ROBINSON

P C ROBINSON

Director

Norton Gledhill

COMMERCIAL LAWYERS

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary		1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	3
	1.5	Payments	5
2.	Share capital		5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Issue of shares of same class	7
	2.4	Joint holders of shares	7
	2.5	Equitable and other claims	8
	2.6	Employee share plans and employee options plans	8
3.	Calls, forfeiture, indemnities, lien and surrender		8
	3.1	Calls	8
	3.2	Proceedings for recovery of calls	9
	3.3	Payments in advance of calls	9
	3.4	Forfeiture of partly paid shares	10
	3.5	Indemnity for payments by the company	11
	3.6	Lien on shares	12
	3.7	Surrender of shares	12
	3.8	General provisions applicable to a disposal of shares under this constitution	13
	3.9	Interest payable by member	14
4.	Distribution of Profits		14
	4.1	Dividends	14

Constitution

	4.2	Capitalisation of profits	16
	4.3	Ancillary powers	16
	4.4	Reserves	17
	4.5	Carry forward of profits	17
	4.6	Dividend reinvestment plans	18
	4.7	Dividend selection plans	18
5.	Transfer and transmission of shares		18
	5.1	Transfer of shares	18
	5.2	Registration of transfers	19
	5.3	Power to suspend registration of transfers	19
	5.4	Transmission of shares	19
6.	General meetings		20
	6.1	Calling general meetings	20
	6.2	Notice of general meetings	20
	6.3	Admission to general meetings	21
	6.4	Quorum at general meetings	22
	6.5	Chair of general meetings	22
	6.6	Conduct of general meetings	23
	6.7	Decisions at general meetings	23
	6.8	Voting rights	24
	6.9	Representation at general meeting	26
	6.10	Separate class meetings	28
	6.11	Decisions without meetings	28
7.	Directors		28
	7.1	Appointment and removal of directors	28
	7.2	Vacation of office	29
	7.3	Remuneration and expenses	29

Constitution

	7.4	Interested directors	30
	7.5	Powers and duties of directors	31
	7.6	Proceedings of directors	32
	7.7	Convening of meetings of directors	33
	7.8	Notice of meetings of directors	33
	7.9	Quorum at meetings of directors	33
	7.10	Chair and deputy chair of directors	34
	7.11	Decisions of directors	35
	7.12	Written resolutions	35
	7.13	Alternate directors	35
	7.14	Committees of directors	37
	7.15	Delegation to individual directors	37
	7.16	Validity of acts	37
	7.17	Authority to act in the best interests of a holding company	37
8.	Executive officers		38
	8.1	Managing directors, deputy managing directors and executive directors	38
	8.2	Associate directors	38
	8.3	Secretaries	38
	8.4	Terms of office	39
9.	Indemnity and insurance		39
	9.1	Indemnity	39
	9.2	Insurance	41
	9.3	Savings	41
	9.4	Officer	41
10.	Winding-up		41
	10.1	Distribution of surplus	41
	10.2	Division of property	42

Constitution

11.	Minutes and records		43
	11.1	Minute books	43
	11.2	Minutes	43
	11.3	Evidence	43
	11.4	Inspection of records	43
12.	Execution of documents		44
	12.1	Manner of execution	44
	12.2	Common seal	44
	12.3	Safe custody of seal	44
	12.4	Use of seal	44
	12.5	Seal register	44
	12.6	Duplicate seal	45
	12.7	Share seal or certificate seal	45
	12.8	Sealing and signing of certificates	45
13.	Notices		46
	13.1	Notices by the company to members	46
	13.2	Notices by the company to the directors	47
	13.3	Notices posted to addresses outside the Commonwealth	47
	13.4	Time of service	47
	13.5	Other communications and documents	47
	13.6	Notices in writing	47

Constitution Page 1

Yalgoo Minerals Pty Ltd

ACN 008 948 383

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

Constitution Page 2

“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

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(f) a reference to a statute or regulation or a provision of a statue or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

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(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

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1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(l) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person:

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(1) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

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(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

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(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

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(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

Constitution Page 36

alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution,

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(1) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

Constitution Page 37

(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

Constitution Page 38

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

Constitution Page 39

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8, the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

Constitution Page 42

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2. Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

Constitution Page 43

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

Constitution Page 44

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

Constitution Page 45

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

Constitution Page 46

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

Constitution Page 47

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.28

Exhibit 3.28

Constitution

of

Tific Pty Ltd

ACN 009 123 451

A company limited by shares

This constitution was adopted by the above company on 12 April 2005 and is signed by me for the purpose of identification.

/s/ P C ROBINSON

P C ROBINSON

Director

Norton Gledhill

C O M M E R C I A L    L A W Y E R S

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary		1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	3
	1.5	Payments	5
2.	Share capital		5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Issue of shares of same class	7
	2.4	Joint holders of shares	7
	2.5	Equitable and other claims	8
	2.6	Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender		8
	3.1	Calls	8
	3.2	Proceedings for recovery of calls	9
	3.3	Payments in advance of calls	9
	3.4	Forfeiture of partly paid shares	10
	3.5	Indemnity for payments by the company	11
	3.6	Lien on shares	12
	3.7	Surrender of shares	12
	3.8	General provisions applicable to a disposal of shares under this constitution	13
	3.9	Interest payable by member	14
4.	Distribution of Profits		14
	4.1	Dividends	14

Constitution

	4.2	Capitalisation of profits	16
	4.3	Ancillary powers	16
	4.4	Reserves	17
	4.5	Carry forward of profits	17
	4.6	Dividend reinvestment plans	18
	4.7	Dividend selection plans	18
5.	Transfer and transmission of shares		18
	5.1	Transfer of shares	18
	5.2	Registration of transfers	19
	5.3	Power to suspend registration of transfers	19
	5.4	Transmission of shares	19
6.	General meetings		20
	6.1	Calling general meetings	20
	6.2	Notice of general meetings	20
	6.3	Admission to general meetings	21
	6.4	Quorum at general meetings	22
	6.5	Chair of general meetings	22
	6.6	Conduct of general meetings	23
	6.7	Decisions at general meetings	23
	6.8	Voting rights	24
	6.9	Representation at general meeting	26
	6.10	Separate class meetings	28
	6.11	Decisions without meetings	28
7.	Directors		28
	7.1	Appointment and removal of directors	28
	7.2	Vacation of office	29
	7.3	Remuneration and expenses	29

Constitution

	7.4	Interested directors	30
	7.5	Powers and duties of directors	31
	7.6	Proceedings of directors	32
	7.7	Convening of meetings of directors	33
	7.8	Notice of meetings of directors	33
	7.9	Quorum at meetings of directors	33
	7.10	Chair and deputy chair of directors	34
	7.11	Decisions of directors	35
	7.12	Written resolutions	35
	7.13	Alternate directors	35
	7.14	Committees of directors	37
	7.15	Delegation to individual directors	37
	7.16	Validity of acts	37
	7.17	Authority to act in the best interests of a holding company	37
8.	Executive officers		38
	8.1	Managing directors, deputy managing directors and executive directors	38
	8.2	Associate directors	38
	8.3	Secretaries	38
	8.4	Terms of office	39
9.	Indemnity and insurance		39
	9.1	Indemnity	39
	9.2	Insurance	41
	9.3	Savings	41
	9.4	Officer	41
10.	Winding-up		41
	10.1	Distribution of surplus	41
	10.2	Division of property	42

Constitution

11.	Minutes and records		43
	11.1	Minute books	43
	11.2	Minutes	43
	11.3	Evidence	43
	11.4	Inspection of records	43
12.	Execution of documents		44
	12.1	Manner of execution	44
	12.2	Common seal	44
	12.3	Safe custody of seal	44
	12.4	Use of seal	44
	12.5	Seal register	44
	12.6	Duplicate seal	45
	12.7	Share seal or certificate seal	45
	12.8	Sealing and signing of certificates	45
13.	Notices		46
	13.1	Notices by the company to members	46
	13.2	Notices by the company to the directors	47
	13.3	Notices posted to addresses outside the Commonwealth	47
	13.4	Time of service	47
	13.5	Other communications and documents	47
	13.6	Notices in writing	47

Constitution Page 1

Tific Pty Ltd

ACN 009 123 451

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

Constitution Page 2

“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

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(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

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(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

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1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(l) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person:

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(l) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

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(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

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(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

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(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

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alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

Constitution Page 37

(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

Constitution Page 38

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

Constitution Page 39

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8, the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1 (a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

Constitution Page 42

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

Constitution Page 43

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

Constitution Page 44

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

Constitution Page 45

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

Constitution Page 46

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

Constitution Page 47

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.29

Exhibit 3.29

Member’s resolution

Synthetic Rutile Holdings Pty Ltd (Company)

ABN 38 009 312 047

Special resolution passed under subsection 249B(1) of the Corporations Act 2001 (Cth) signed parent company which is the sole member

We the undersigned, being the representatives of the sole member of the Company entitled to vote on the resolution, are in favour of the resolution set out below:

Resolved as a special resolution:

the constitution of the Company be amended by deleting the existing Rules 5.2 and 5.3, and inserting the following as new rules 5.2, 5.3 and 5.5:

“5.2 Registration of Shares

Subject to rule 5.5 and any special rights conferred on the holders of any shares or class of shares, the Directors may, in their absolute discretion, refuse to register a transfer of shares without giving any reason for such refusal.

5.3 Power to suspend registration of transfers

Subject to rule 5.5 the directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) In favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest.

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

	Signed by Yalgoo Minerals Pty. Ltd. ABN 21 008 948 383
sign here u	/s/ SAREL STEFANUS WEBER
	Company Secretary/Director
print name	SAREL STEFANUS WEBER
date and time	23 JULY 2010 at 11h30
sign here u	/s/ TONY MARTIN
	Director
print name	TONY MARTIN
date and time	23 JULY 2010 at 11h30

page 2

Constitution

of

Synthetic Rutile Holdings Pty Ltd

ACN 009 312 047

A company limited by shares

This constitution was adopted by the above company on 12 April 2005 and is signed by me for the purpose of identification.

/s/ P C ROBINSON

P C ROBINSON

Director

Norton Gledhill

C O M M E R C I A L    L A W Y E R S

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary		1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	3
	1.5	Payments	5
2.	Share capital		5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Issue of shares of same class	7
	2.4	Joint holders of shares	7
	2.5	Equitable and other claims	8
	2.6	Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender		8
	3.1	Calls	8
	3.2	Proceedings for recovery of calls	9
	3.3	Payments in advance of calls	9
	3.4	Forfeiture of partly paid shares	10
	3.5	Indemnity for payments by the company	11
	3.6	Lien on shares	12
	3.7	Surrender of shares	12
	3.8	General provisions applicable to a disposal of shares under this constitution	13
	3.9	Interest payable by member	14
4.	Distribution of Profits		14
	4.1	Dividends	14

Constitution

	4.2	Capitalisation of profits	16
	4.3	Ancillary powers	16
	4.4	Reserves	17
	4.5	Carry forward of profits	17
	4.6	Dividend reinvestment plans	18
	4.7	Dividend selection plans	18
5.	Transfer and transmission of shares		18
	5.1	Transfer of shares	18
	5.2	Registration of transfers	19
	5.3	Power to suspend registration of transfers	19
	5.4	Transmission of shares	19
6.	General meetings		20
	6.1	Calling general meetings	20
	6.2	Notice of general meetings	20
	6.3	Admission to general meetings	21
	6.4	Quorum at general meetings	22
	6.5	Chair of general meetings	22
	6.6	Conduct of general meetings	23
	6.7	Decisions a general meetings	23
	6.8	Voting rights	24
	6.9	Representation at general meeting	26
	6.10	Separate class meetings	28
	6.11	Decisions without meetings	28
7.	Directors		28
	7.1	Appointment and removal of directors	28
	7.2	Vacation of office	29
	7.3	Remuneration and expenses	29

Constitution

	7.4	Interested directors	30
	7.5	Powers and duties of directors	31
	7.6	Proceedings of directors	32
	7.7	Convening of meetings of directors	33
	7.8	Notice of meetings of directors	33
	7.9	Quorum at meetings of directors	33
	7.10	Chair and deputy chair of directors	34
	7.11	Decisions of directors	35
	7.12	Written resolutions	35
	7.13	Alternate directors	35
	7.14	Committees of directors	37
	7.15	Delegation to individual directors	37
	7.16	Validity of acts	37
	7.17	Authority to act in the best interests of a holding company	37
8.	Executive officers		38
	8.1	Managing directors, deputy managing directors and executive directors	38
	8.2	Associate directors	38
	8.3	Secretaries	38
	8.4	Terms of notice	39
9.	Indemnity and insurance		39
	9.1	Indeminity	39
	9.2	Insurance	41
	9.3	Savings	41
	9.4	Officer	41
10.	Winding-up		41
	10.1	Distribution of surplus	41
	10.2	Division of property	42

Constitution

11.	Minutes and records		43
	11.1	Minute books	43
	11.2	Minutes	43
	11.3	Evidence	43
	11.4	Inspection of records	43
12.	Execution of documents		44
	12.1	Manner of execution	44
	12.2	Common seal	44
	12.3	Safe custody of seal	44
	12.4	Use of seal	44
	12.5	Seal register	44
	12.6	Duplicate seal	45
	12.7	Share seal or certificate seal	45
	12.8	Sealing and signing of certificates	45
13.	Notices		46
	13.1	Notices by the company to members	46
	13.2	Notices by the company to the directors	47
	13.3	Notices posted to addresses outside the Commonwealth	47
	13.4	Time of service	47
	13.5	Other communications and documents	47
	13.6	Notices in writing	47

Constitution Page 1

Synthetic Rutile Holdings Pty Ltd

ACN 009 312 047

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

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“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

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(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

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(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

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1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(l) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person;

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the bolding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member, or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion, of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(l) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

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(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy on attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled aS an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

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(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

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(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

Constitution Page 35

7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

Constitution Page 36

alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

Constitution Page 37

(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

Constitution Page 38

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

Constitution Page 39

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8 , the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

Constitution Page 42

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

Constitution Page 43

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

Constitution Page 44

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

Constitution Page 45

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

Constitution Page 46

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

Constitution Page 47

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.30

Exhibit 3.30

Member’s resolution

Senbar Holdings Pty Ltd (Company)

ABN 86 009 313 062

Special resolution passed under subsection 249B(1) of the Corporations Act 2001 (Cth) signed by parent company which is the sole member

We the undersigned, being the representatives of the sole member of the Company entitled to vote on the resolution, are in favour of the resolution set out below:

Resolved as a special resolution:

the constitution of the Company be amended by deleting the existing Rules 5.2 and 5.3, and inserting the following as new rules 5.2, 5.3 and 5.5:

“5.2 Registration of Shares

Subject to rule 5.5 and any special rights conferred on the holders of any shares or class of shares, the Directors may, in their absolute discretion, refuse to register a transfer of shares without giving any reason for such refusal.

5.3 Power to suspend registration of transfers

Subject to rule 5.5 the directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

	Signed by Yalgoo Minerals Pty. Ltd. ABN 21 008 948 383
sign here u	/s/ SAREL STEFANUS WEBER
	Company Secretary/Director
print name	SAREL STEFANUS WEBER
date and time	23 JULY 2010 at 11h00
sign here u	/s/ TONY MARTIN
	Director
print name	TONY MARTIN
date and time	23 JULY 2010 at 11h00

page 2

Constitution

of

Senbar Holdings Pty Ltd

ACN 009 313 062

A company limited by shares

This constitution was adopted by the above company on 12 April 2005 and is signed by me for the purpose of identification.

/s/ P C ROBINSON

P C ROBINSON

Director

Norton Gledhill

C O M M E R C I A L    L A W Y E R S

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary		1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	3
	1.5	Payments	5
2.	Share capital		5
	2.1	Shares	5
	2.2	Preference shares	5
	2.3	Issue of shares of same class	7
	2.4	Joint holders of shares	7
	2.5	Equitable and other claims	8
	2.6	Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender		8
	3.1	Calls	8
	3.2	Proceedings for recovery of calls	9
	3.3	Payments in advance of calls	9
	3.4	Forfeiture of partly paid shares	10
	3.5	Indemnity for payments by the company	11
	3.6	Lien on shares	12
	3.7	Surrender of shares	12
	3.8	General provisions applicable to a disposal of shares under this constitution	13
	3.9	Interest payable by member	14
4.	Distribution of Profits		14
	4.1	Dividends	14

Constitution

	4.2	Capitalisation of profits	16
	4.3	Ancillary powers	16
	4.4	Reserves	17
	4.5	Carry forward of profits	17
	4.6	Dividend reinvestment plans	18
	4.7	Dividend selection plans	18
5.	Transfer and transmission of shares		18
	5.1	Transfer of shares	18
	5.2	Registration of transfers	19
	5.3	Power to suspend registration of transfers	19
	5.4	Transmission of shares	19
6.	General meetings		20
	6.1	Calling general meetings	20
	6.2	Notice of general meetings	20
	6.3	Admission to general meetings	21
	6.4	Quorum at general meetings	22
	6.5	Chair of general meetings	22
	6.6	Conduct of general meetings	23
	6.7	Decisions at general meetings	23
	6.8	Voting rights	24
	6.9	Representation at general meeting	26
	6.10	Separate class meetings	28
	6.11	Decisions without meetings	28
7.	Directors		28
	7.1	Appointment and removal of directors	28
	7.2	Vacation of office	29
	7.3	Remuneration and expenses	29

Constitution

	7.4	Interested directors	30
	7.5	Powers and duties of directors	31
	7.6	Proceedings of directors	32
	7.7	Convening of meetings of directors	33
	7.8	Notice of meetings of directors	33
	7.9	Quorum at meetings of directors	33
	7.10	Chair and deputy chair of directors	34
	7.11	Decisions of directors	35
	7.12	Written resolutions	35
	7.13	Alternate directors	35
	7.14	Committees of directors	37
	7.15	Delegation to individual directors	37
	7.16	Validity of acts	37
	7.17	Authority to act in the best interests of a holding company	37
8.	Executive officers		38
	8.1	Managing directors, deputy managing directors and executive directors	38
	8.2	Associate directors	38
	8.3	Secretaries	38
	8.4	Terms of office	39
9.	Indemnity and insurance		39
	9.1	Indemnity	39
	9.2	Insurance	41
	9.3	Savings	41
	9.4	Officer	41
10.	Winding-up		41
	10.1	Distribution of surplus	41
	10.2	Division of property	42

Constitution

11.	Minutes and records		43
	11.1	Minute books	43
	11.2	Minutes	43
	11.3	Evidence	43
	11.4	Inspection of records	43
12.	Execution of documents		44
	12.1	Manner of execution	44
	12.2	Common seal	44
	12.3	Safe custody of seal	44
	12.4	Use of seal	44
	12.5	Seal register	44
	12.6	Duplicate seal	45
	12.7	Share seal or certificate seal	45
	12.8	Sealing and signing of certificates	45
13.	Notices		46
	13.1	Notices by the company to members	46
	13.2	Notices by the company to the directors	47
	13.3	Notices posted to addresses outside the Commonwealth	47
	13.4	Time of service	47
	13.5	Other communications and documents	47
	13.6	Notices in writing	47

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Senbar Holdings Pty Ltd

ACN 009 313 062

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

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“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

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(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

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(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

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1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(l) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person:

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(l) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

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(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or aS an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

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(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

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7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

Constitution Page 34

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

Constitution Page 35

7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

Constitution Page 36

alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

Constitution Page 37

(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

Constitution Page 38

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

Constitution Page 39

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8, the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

Constitution Page 42

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company; and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

Constitution Page 43

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

Constitution Page 44

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

Constitution Page 45

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

Constitution Page 46

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

Constitution Page 47

13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.31

Exhibit 3.31

Member’s resolution

Pigment Holdings Pty Ltd (Company)

ABN 53 009 312 994

Special resolution passed under subsection 249B(1) of the Corporations Act 2001 (Cth) signed by parent company which is the sole member

We the undersigned, being the representatives of the sole member of the Company entitled to vote on the resolution, are in favour of the resolution set out below:

Resolved as a special resolution:

the constitution of the Company be amended by deleting the existing Rules 5.2 and 5.3, and inserting the following as new rules 5.2, 5.3 and 5.5:

“5.2 Registration of Shares

Subject to rule 5.5 and any special rights conferred on the holders of any shares or class of shares, the Directors may, in their absolute discretion, refuse to register a transfer of shares without giving any reason for such refusal.

5.3 Power to suspend registration of transfers

Subject to rule 5.5 the directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

	Signed by Yalgoo Minerals Pty. Ltd. ABN 21 008 948 383
sign here u	/s/ SAREL STEFANUS WEBER
	Company Secretary/Director
print name	SAREL STEFANUS WEBER
date and time	23 JULY 2010 at 10h30
sign here u	/s/ TONY MARTIN
	Director
print name	TONY MARTIN
date and time	23 JULY 2010 at 10h30

page 2

Constitution

of

Pigment Holdings Pty Ltd

ACN 009 312 994

A company limited by shares

This constitution was adopted by the above company on 12 April 2005 and is signed by me for the purpose of identification.

/s/ P C ROBINSON

P C ROBINSON

Director

Norton Gledhill

C O M M E R C I A L    L A W Y E R S

Level 23, 459 Collins Street

Melbourne Vic 3000

Australia

Tel: +61 3 9614 8933

Fax: +61 3 9629 1415

Ref: 6043

Constitution

Table of Contents

1.	Preliminary	1
	1.1      Application of the Corporations Act	1
	1.2      Definitions	1
	1.3      Interpretation	2
	1.4      Powers under this constitution	3
	1.5      Payments	5
2.	Share capital	5
	2.1      Shares	5
	2.2      Preference shares	5
	2.3      Issue of shares of same class	7
	2.4      Joint holders of shares	7
	2.5      Equitable and other claims	8
	2.6      Employee share plans and employee option plans	8
3.	Calls, forfeiture, indemnities, lien and surrender	8
	3.1      Calls	8
	3.2      Proceedings for recovery of calls	9
	3.3      Payments in advance of calls	9
	3.4      Forfeiture of partly paid shares	10
	3.5      Indemnity for payments by the company	11
	3.6      Lien on shares	12
	3.7      Surrender of shares	12
	3.8      General provisions applicable to a disposal of shares under this constitution	13
	3.9      Interest payable by member	14
4.	Distribution of Profits	14
	4.1      Dividends	14

Constitution

	4.2      Capitalisation of profits	16
	4.3      Ancillary powers	16
	4.4      Reserves	17
	4.5      Carry forward of profits	17
	4.6      Dividend reinvestment plans	18
	4.7      Dividend selection plans	18
5.	Transfer and transmission of shares	18
	5.1      Transfer of shares	18
	5.2      Registration of transfers	19
	5.3      Power to suspend registration of transfers	19
	5.4      Transmission of shares	19
6.	General meetings	20
	6.1      Calling general meetings	20
	6.2      Notice of general meetings	20
	6.3      Admission to general meetings	21
	6.4      Quorum at general meetings	22
	6.5      Chair of general meetings	22
	6.6      Conduct of general meetings	23
	6.7      Decisions at general meetings	23
	6.8      Voting rights	24
	6.9      Representation at general meeting	26
	6.10    Separate class meetings	28
	6.11    Decisions without meetings	28
7.	Directors	28
	7.1      Appointment and removal of directors	28
	7.2      Vacation of office	29
	7.3      Remuneration and expenses	29

Constitution

	7.4      Interested directors	30
	7.5      Powers and duties of directors	31
	7.6      Proceedings of directors	32
	7.7      Convening of meetings of directors	33
	7.8      Notice of meetings of directors	33
	7.9      Quorum at meetings of directors	33
	7.10    Chair and deputy chair of directors	34
	7.11    Decisions of directors	35
	7.12    Written resolutions	35
	7.13    Alternate directors	35
	7.14    Committees of directors	37
	7.15    Delegation to individual directors	37
	7.16    Validity of acts	37
	7.17    Authority to act in the best interests of a holding company	37
8.	Executive officers	38
	8.1      Managing directors, deputy managing directors and executive directors	38
	8.2      Associate directors	38
	8.3      Secretaries	38
	8.4      Terms of office	39
9.	Indemnity and insurance	39
	9.1      Indemnity	39
	9.2      Insurance	41
	9.3      Savings	41
	9.4      Officer	41
10.	Winding-up	41
	10.1    Distribution of surplus	41
	10.2    Division of property	42

Constitution

11.	Minutes and records	43
	11.1    Minute books	43
	11.2    Minutes	43
	11.3    Evidence	43
	11.4    Inspection of records	43
12.	Execution of documents	44
	12.1    Manner of execution	44
	12.2    Common seal	44
	12.3    Safe custody of seal	44
	12.4    Use of seal	44
	12.5    Seal register	44
	12.6    Duplicate seal	45
	12.7    Share seal or certificate seal	45
	12.8    Sealing and signing of certificates	45
13.	Notices	46
	13.1    Notices by the company to members	46
	13.2    Notices by the company to the directors	47
	13.3    Notices posted to addresses outside the Commonwealth	47
	13.4    Time of service	47
	13.5    Other communications and documents	47
	13.6    Notices in writing	47

Constitution Page 1

Pigment Holdings Pty Ltd

ACN 009 312 994

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.

(b) The replaceable rules for a company under the Corporations Act do not apply to the company.

(c) In this constitution, unless the context otherwise requires:

(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and

(2) a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

“Commonwealth” means the Commonwealth of Australia and its external territories;

“company” means the company specified on the front cover of this constitution;

“Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

“dividend reinvestment plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

“dividend selection plan” means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or

(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

“employee share plan” or “employee option plan” means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

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“executive director” means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

“non-executive director” means a director of the company who is not an executive director;

“representative” means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

“seal” means any common seal, duplicate seal, certificate seal or share seal of the company; and

“transmission event” means:

(a) for an individual:

(1) the death of the individual;

(2) the bankruptcy of the individual;

(3) the individual becoming of unsound mind; or

(4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:

(1) the dissolution of the body corporate; or

(2) the succession by another body corporate to the assets and liabilities of the body corporate.

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

(b) a reference to a gender includes any gender;

(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

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(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;

(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;

(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;

(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative;

(j) a director is present at a meeting of directors, if the director is present in person or by alternate director;

(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;

(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and

(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.

(b) The company may do these things, in any manner permitted by the Corporations Act.

(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.

(d) Subject to an express term to the contrary:

(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and

(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.

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(e) If this constitution confers power on a person to delegate a function or power then the person may:

(1) delegate concurrently or to the exclusion of that person’s performances or exercise of that function or power;

(2) delegate generally; or

(3) limit the delegation in the manner that the person sets out in the delegation.

(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.

(g) The delegation may include the power to delegate.

(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

(i) A delegate’s action is taken as the act of the person who delegated the power or function.

(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or filing.

(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:

(1) for some only of those matters;

(2) for a particular class or particular classes of those matters; and

(3) to make different provision for different matters or different classes of matters.

(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:

(1) to appoint a person to act in the office or position until another person is appointed;

(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and

(3) to appoint another person temporarily in the place of:

(A) a person removed or suspended; or

(B) a sick or absent holder of an office or position.

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1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.

(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

(b) The directors’ discretion includes but is not limited to terms on:

(1) price, conditions and timing;

(2) a special right or restriction which may be preferred or deferred; and

(3) dividends, voting, return of capital and participation in the property of the company on a winding up.

(c) The directors may differentiate between each holder of a partly paid share on:

(1) the amount of a call that member must pay; and

(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.

(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.

(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.

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(d) A preference share confers on its holder the right to payment out of the profits of the company of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(e) A preference share confers on its holder the right in a winding up to payment in cash of:

(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and

(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:

(1) in addition to the preferential dividend, a right to participate with the ordinary shares in the profits of the company; and

(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.

(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting.

(i) A preference share does not entitle its holder to vote at a general meeting of the company except in the following circumstances:

(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.

(2) On a proposal to reduce the company’s share capital.

(3) On a resolution to approve the terms of a buy-back agreement.

(4) On a proposal that affects rights attached to the share.

(5) On a proposal to wind up the company.

(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.

(7) During the winding up of the company.

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(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.

(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue.

(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue.

(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.

(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.

(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.

(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.

(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.

(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

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2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

(a) obliged to recognise a person as holding a share upon any trust; or

(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement an employee share plan or employee option plan or both; and

(b) amend, suspend or terminate any employee share plan or employee option plan they implement.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.

(b) The directors may require a member to pay a call by instalments.

(c) The company must give the member at least 14 days notice to pay a call.

(d) The notice must specify:

(1) the amount that the member must pay; and

(2) the time and the place of payment.

(e) Each member must pay the amount stated in the notice in the manner set out in the notice.

(f) A call is made when the directors pass the resolution authorising the call.

(g) The directors may revoke or postpone a call.

(h) The directors may extend the time for payment.

(i) A call is valid, even if:

(1) a member does not receive a notice of a call; or

(2) the company omits to give a member a notice of a call.

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(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:

(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and

(2) any costs, expenses or damages, which the company incurs for the non-payment or late payment of the sum.

(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:

(1) the sum is payable as if the company has duly made and notified a call; and

(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:

(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was duly given to the defendant.

(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.

(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.

(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):

(1) until the amount becomes payable; and

(2) at a rate agreed between the directors and the member paying the amount.

(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:

(1) the amount which is unpaid;

(2) any interest that has accrued; and

(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.

(b) In the notice, the directors may:

(1) name a further day and a place at which the member must pay the amount payable; and

(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.

(c) The directors must give a member at least 14 days after the date of service to pay.

(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:

(1) at any time after the day named in the notice; but

(2) before the member pays.

(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.

(f) If the company forfeits a share, then it must:

(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and

(2) enter the forfeiture and the date of forfeiture in the register of members.

(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.

(h) A forfeited share becomes the property of the company.

(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.

(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.

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(k) A person whose share is forfeited:

(1) ceases to be a member for the forfeited share; but

(2) remains liable to pay and must immediately pay, to the company:

(A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and

(B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.

(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:

(1) all interest in the company;

(2) all claims and demands against the company; and

(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;

(b) in respect of a transfer or transmission of a share by a member;

(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of a member, whether as a consequence of:

(1) the death of that member;

(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;

(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or

(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;

(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:

(1) an amount of a call or instalment which is due but unpaid on the share;

(2) if the share were acquired under an employee incentive scheme, an amount which is owed to the company for acquiring it; and

(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.

(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.

(c) The directors as they think fit may sell any share on which the company has a lien if:

(1) an amount for which a lien exists is presently payable; and

(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:

(A) setting out each amount for which the lien exists which is presently payable; and

(B) demanding the payment before the date of the sale of that amount.

(d) If the Company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:

(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;

(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.

(b) The directors may accept a surrender of a share by way of compromise:

(1) of any claim about whether or not that share has been validly issued; or

(2) in any other case, if the surrender is within the powers of the company.

(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

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3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:

(1) receive the purchase money or consideration given for the shares on the disposal;

(2) effect a transfer of the shares;

(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and

(4) register the person to whom they have transferred the shares as the holder of the shares.

(b) A person to whom the directors transfer a share is not bound to consider:

(1) the regularity or validity of purchase money or consideration; or

(2) how the company applies the purchase money or consideration.

(c) A person’s title to a share is not affected by any irregularity or invalidity in:

(1) the forfeiture or surrender of a share; or

(2) the exercise of the company’s lien on a share.

(d) The remedy of a person aggrieved by a disposal of shares under this constitution:

(1) is limited to damages only; and

(2) is exclusively against the company.

(e) The company must apply the proceeds of a disposal of a share in the payment of:

(1) the expenses of the disposal;

(2) all money presently payable by the former holder whose share has been disposed of; and

(3) subject to any lien that exists for money not presently payable, to the former holder.

(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.

(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has been disposed of or satisfies the company that the certificate has been lost or destroyed.

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(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:

(1) a share was duly forfeited;

(2) a share was duly sold or reissued or otherwise disposed of.

(i) This statement is conclusive evidence of:

(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and

(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distribution of Profits

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.

(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.

(c) The payment of a dividend does not require any confirmation by a general meeting.

(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:

(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and

(2) if dividends are declared by the directors to be paid in respect of a specified period and if the directors also declare that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to

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a fraction of the dividend that would otherwise be payable in respect of that amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(f) The company must not pay interest on any dividend.

(g) The directors may fix a record date for a dividend.

(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.

(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).

(j) The directors when determining a dividend is payable may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and

(2) direct that the dividend be paid:

(A) to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and

(B) to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

(k) The company may deduct from any dividend payable to a member:

(1) all sums of money presently payable by the member to the company; and

(2) apply the amount deducted in or towards satisfaction of the money owing.

(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits

(a) The directors may resolve to capitalise and distribute to members any amount:

(1) forming part of the undivided profits of the company;

(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;

(3) arising from the realisation of any assets of the company; or

(4) otherwise available for distribution.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) is to be distributed to members in the same proportions in which members would be entitled to receive the amount were it a dividend.

(c) The directors may resolve that all or part of the capitalised amount is to be applied:

(1) to pay in full a share or security that the company intends to issue to a member;

(2) to pay an amount unpaid on a share or security of the company which a member holds; or

(3) a combination of these;

and the member must accept this application in full satisfaction of the member’s interest in the capitalised amount.

(d) Rules 4.1(g)-(1) apply to the payment of a capitalised amount as if it were a dividend.

4.3 Ancillary powers

(a) To give effect to a resolution which determines how the director will pay a dividend or that the directors will capitalise any amount, the directors may:

(1) settle any difficulty that may arise in making the distribution or capitalisation;

(2) fix the value for distribution of a specific asset;

(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;

(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.

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(b) The authorised person may agree to:

(1) the issue of further shares or securities credited as fully paid up; or

(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.

(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.

(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.

(e) Rule 4.3(d) applies whether the distribution:

(1) is generally to members or to specific members;

(2) is as a dividend or otherwise; and

(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.

(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.

(c) If the directors set aside an amount as a reserve or provision, they may:

(1) keep the amount together with other assets of the company;

(2) use the amount in the business of the company; and

(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and

(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and

(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.

(b) The member must use an instrument in any usual form or in a form that the directors approve.

(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:

(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or

(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.

(d) An instrument of transfer must be:

(1) left for registration at the registered office of the company or at another place as the directors determine;

(2) accompanied by:

(A) the certificate for each share to which it relates;

(B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and

(C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.

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(e) A transferor of shares remains the holder of the shares transferred until:

(1) the transfer is registered; and

(2) the name of the transferee is entered in the register of members for the shares.

(f) The company must not charge a fee for the registration.

(g) The company may retain any registered instrument of transfer for the period that the directors think fit.

(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.

(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:

(1) the legal personal representative of the deceased, if the deceased was a sole holder; and

(2) the survivor or survivors, if the deceased was a joint holder.

(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.

(c) A person who becomes entitled to a share because of a transmission event may:

(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or

(2) execute a transfer of the share to another person.

(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:

(1) the relevant transmission event had not occurred; and

(2) the registered holder of the share signed the transfer.

(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:

(1) hold the share as joint tenants; and

(2) rule 2.4 applies.

(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

6. General meetings

6.1 Calling general meetings

(a) Any director may call and arrange to hold a general meeting whenever the director wishes.

(b) A general meeting may be called and arranged only as provided:

(1) by this rule 6.1; or

(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.

(c) The directors may change the venue for, postpone or cancel a general meeting.

(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.

(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:

(1) must hold it on or before the date by which section 249D requires it to be held; and

(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:

(1) within the time limits prescribed by the Corporations Act; and

(2) in the manner authorised by rule 13.1.

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(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.

(c) A notice of a general meeting must:

(1) specify the date, time and place of the meeting; and

(2) state the general nature of the business to be transacted at the meeting.

(d) A person may waive notice of any general meeting by a written notice to the company.

(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and

(1) the failure occurred by accident or error; or

(2) before or after the meeting, the person;

(A) waives notice of that meeting under rule 6.2(d); or

(B) gives written notice of the person’s agreement to that action or resolution.

(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:

(1) to a failure to give notice or to a defective notice; and

(2) to the consideration of a matter which is not stated in the notice of the meeting.

(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.

(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.3 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;

(b) has a placard or banner;

(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;

(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;

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(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or

(f) is not:

(1) a member or proxy, attorney or representative of a member; or

(2) a director, secretary or auditor of the company.

6.4 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.

(c) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more - 2 of those members; or

(2) if only 1 member is entitled to vote - that member, present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.

(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:

(1) to the day, the time and place, that the directors determine; or

(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.

(f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.5 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.

(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

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(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.6 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.

(b) Any decision by the chair under this rule 6.6 is final.

(c) The chair may adjourn the meeting from time to time and from place to place.

(d) The meeting may direct the chair to adjourn a meeting.

(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.

(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.

(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.7 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:

(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and

(2) a majority vote is for all purposes, a decision of the members.

(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.

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(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:

(1) before the vote is taken; or

(2) before or immediately after the declaration of the result of the show of hands.

(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.

(f) The chair may declare the result of a vote decided on a show of hands.

(g) Unless a poll is duly demanded:

(1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and

(2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.

(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.

(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.

(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.

(k) The result of the poll is a resolution of the meeting at which the poll was demanded.

(l) The demand for a poll may be withdrawn.

6.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:

(1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and

(2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.

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(b) For the purposes of determining the above fraction:

(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and

(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

(c) If a person present at a general meeting represents more than 1 member:

(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;

(2) that vote is cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.

(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.

(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.

(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.

(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.

(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:

(1) admit that person’s right to vote at that meeting for the share; or

(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).

(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.

(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.

(k) A person must raise an objection to the qualification of a person to vote at a general meeting:

(1) before or at the meeting at which the vote is given; and

(2) by referring it to the chair of the meeting.

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(l) The chair’s decision about a person’s qualification to vote is final.

(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

6.9 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or if a member is a body corporate by its representative;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not be a member.

(c) A proxy, attorney or representative may be appointed for:

(1) all or any number of general meetings; or

(2) a particular general meeting.

(d) Subject to the Corporations Act and to the terms of an appointment, an appointment confers authority on a proxy, attorney or representative:

(1) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution;

(2) to speak to any proposed resolution on which the person may vote;

(3) to demand or join in demanding a poll on any resolution on which the person may vote.

(e) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to specific resolutions and directs the proxy, attorney or representative on how to vote on those resolutions, then the appointment confers authority:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

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(f) Subject to the Corporations Act and to the terms of appointment, if the instrument refers to a specific meeting to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to attend and vote:

(1) at the rescheduled or adjourned meeting; or

(2) at the new venue.

(g) If a member appoints 2 proxies or attorneys:

(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and

(2) neither person may vote on a show of hands.

(h) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote for a particular resolution.

(i) If an instrument directs the proxy or attorney, then the person must vote as directed.

(j) An instrument appointing a proxy or attorney:

(1) must be in writing, legally valid and signed by the appointor or the appointor’s attorney;

(2) is not required to be in a particular format;

unless the directors otherwise determine.

(k) A proxy or attorney may vote only if the instrument appointing the person and any authority under which the instrument is signed are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The instrument and the authority may be delivered either to the registered office of the company or to an address stated on the notice of meeting by:

(1) hand delivery (including through the post);

(2) fax using the number on the notice; or

(3) any electronic means using the electronic address (if any) stated in the notice.

(m) The directors may accept upon the production of other evidence:

(1) an oral appointment of a proxy or attorney;

(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and

(3) a copy of any document, including a copy sent by fax.

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(n) A vote at a meeting by a proxy or attorney is valid despite:

(1) a transmission event having occurred in relation to the appointor;

(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or

(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.

(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.

(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.10 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

6.11 Decisions without meetings

(a) Subject to rule 6.11(c), if the company is a proprietary company, a resolution of the members may be passed without holding a meeting:

(1) if all of the members entitled to vote on the resolution, sign a document stating that they are in favour of the resolution set out in the document; and

(2) the company complies with the Corporations Act.

(b) If a share is held jointly, each of the joint holders must sign the document.

(c) Subject to rule 6.11(d), the company must hold a general meeting to resolve to remove an auditor.

(d) If the company has only 1 member, a resolution of the member may be passed by the member recording it and signing the record.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 1 director if the company is a proprietary company or at least 3 directors if the company is a public company, and not more than 12 directors or such other minimum or maximum number of directors as the members by resolution determine.

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(b) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.

(c) The members may by resolution appoint or remove a director.

(d) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors.

(e) The total number of directors must not at any time exceed the maximum number allowed under this constitution.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;

(b) if the director dies, on his or her death;

(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated; or

(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:

(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and

(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.

(b) If the members by resolution have fixed a limit on the remuneration payable to the directors, then the aggregate remuneration paid to or for the benefit of the directors must not exceed that limit. This limitation does not apply to:

(1) any amount paid or payable under rule 7.3(d) or (e);

(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or

(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.

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(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:

(1) in the amounts or proportions agreed between them; or

(2) failing agreement, equally among the non-executive directors only.

(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.

(f) The directors may resolve that the company:

(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;

(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and

(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Interested directors

(a) Subject to the Corporations Act, a director:

(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;

(2) may do so on the terms that the director and the relevant body corporate agree; and

(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.

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(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:

(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or

(2) in which the director is otherwise interested.

(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:

(1) selling or purchasing property to or from the company;

(2) lending or borrowing money to or from, the company with or without interest or security;

(3) guaranteeing for a commission or profit money that the company borrows;

(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;

(5) being employed by the company; or

(6) acting in a professional capacity for the company.

(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.

(e) Subject to the Corporations Act, a director is not excluded from:

(1) being present, counted in a quorum or voting at a meeting of directors; or

(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

7.5 Powers and duties of directors

(a) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.

(b) Without limiting the generality of rule 7.5(a), the directors may exercise all the powers of the company:

(1) to borrow or otherwise raise money;

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(2) to charge any property or business of the company or all or any of its uncalled capital; and

(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.

(d) The directors may appoint or employ any person to be an officer, agent or attorney of the company:

(1) for any purpose and for any period;

(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and

(3) upon any conditions.

(e) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.

(f) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.

(g) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.

7.6 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.

(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.

(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.

(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.

(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

Constitution Page 33

7.7 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.

(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.8 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) must be given a reasonable time before the meeting; and

(4) may be given in person or by post, telephone, fax or other electronic means.

(c) A director waives notice of a meeting of directors if the director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:

(1) the failure occurred by accident or error; or

(2) the person waives notice of the meeting.

7.9 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.

(b) A quorum of directors consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case 2 directors.

Constitution Page 34

(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:

(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or

(2) to convene a general meeting of the company for that purpose.

(d) Until the directors have complied with rule 7.9(c), they must only act if and to the extent that there is an emergency requiring them to act.

(e) If the company is a proprietary company that has only 1 director, rule 7.9(b) does not apply.

7.10 Chair and deputy chair of directors

(a) The directors may:

(1) appoint 1 of the directors as chair of directors; and

(2) determine the period for which that director is to be chair of directors.

(b) The directors may:

(1) appoint 1 of the directors as deputy chair of directors; and

(2) determine the period for which that director is to be deputy chair of directors.

(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).

(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.

(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:

(1) there is no chair of directors; or

(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:

(1) there is no chair or deputy chair of directors; or

(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

Constitution Page 35

7.11 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.

(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.

(c) A decision under rule 7.11(b) is for all purposes a determination of the directors.

(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting does not have a second or casting vote.

7.12 Written resolutions

(a) A written resolution signed by:

(1) all directors entitled to vote on the resolution; or

(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.

(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.13 Alternate directors

(a) A director may appoint another director, or with approval of a majority of the other directors, any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.

(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an

Constitution Page 36

alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.

(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.

(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:

(1) gives written notice of waiver to the company before, at or after the meeting; or

(2) attends the meeting.

(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.

(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.

(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.

(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.

(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.

(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.

(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.

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(o) An alternate director, while acting as a director:

(1) is responsible to the company for that person’s own acts and defaults; and

(2) is not the agent of the director who appointed the alternate director.

7.14 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.

(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.

(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.

(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

7.15 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.

(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.16 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified to be a director or having vacated office; or

(c) the person not being entitled to vote.

7.17 Authority to act in the best interests of a holding company

Where the company is a wholly-owned subsidiary of a body corporate, each director is authorised to act in the best interests of the holding company, and if a director acts in good faith in the best interests of the holding company and the company is not insolvent at the time the director acts and does not become insolvent because of the director’s act, the director is taken to act in good faith in the best interests of the company.

Constitution Page 38

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:

(1) a managing director;

(2) a deputy managing director; or

(3) an executive director employed by the company or a related body corporate in any other capacity.

(b) The directors may confer on a managing director, deputy managing director or other executive director any title.

(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.

(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.

(b) The directors may confer on an associate director any title.

(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:

(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or

(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary unless the company is a proprietary company, in which case they may do so;

(b) may appoint additional secretaries; and

(c) may appoint 1 or more assistant secretaries.

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8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.

(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8 , the directors may remove or dismiss the person from office at any time, with or without cause.

(c) The directors may:

(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including hut not limited to any power, discretion and duty vested in or exercisable by the directors;

(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and

(3) authorise the person to delegate any power, discretion and duty conferred on him or her.

(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:

(1) a defect in the person’s appointment; or

(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:

(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and

(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):

(1) A liability owed to the company or a related body corporate.

(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act.

Constitution Page 40

(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

(4) Any other liability against which the company is precluded by law from indemnifying the person.

(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):

(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.

(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.

(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.

(5) Any other legal costs against which the company is precluded by law from indemnifying the person.

(d) An indemnity in rule 9.1(a):

(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;

(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;

(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;

(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and

(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim

Constitution Page 41

without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or

(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;

(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and

(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:

(1) the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up;

the excess must be divided among the members in proportion to the number of shares held by each of them, irrespective of the amounts paid or credited as paid on the shares.

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(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.

(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.

(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the property of the company, and

(2) determine how the division is to be carried out as between the members or different classes of members.

(b) A division may be otherwise than in accordance with the legal rights of the members.

(c) In a division, any class may be:

(1) given preferential or special rights; or

(2) excluded altogether or in part.

(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.

(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:

(1) sell the person’s proportion of the security; and

(2) account for the net proceeds.

(f) The liquidator if practicable, must act accordingly.

(g) The person must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).

(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

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11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

(c) resolutions passed by members without a meeting;

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director, the making of declarations by the director.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(c) If the company is a proprietary company with only 1 director, the director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

11.3 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.4 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge.

(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.

(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

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12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors;

(b) a director and a secretary; or

(c) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.2 Common seal

(a) The company may have a common seal.

(b) If the company has a common seal, rules 12.3 to 12.8 apply.

12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.

(b) The directors may give the authority to use the seal before or after the seal is used.

(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:

(1) 2 directors;

(2) a director and a secretary;

(3) a director and another person appointed by the directors to countersign that a document or a class of documents in which that document is included; or

(4) if the company is a proprietary company that has only 1 director who is also the only company secretary, that director.

12.5 Seal register

(a) The company may keep a seal register.

(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:

(1) the date of the document;

Constitution Page 45

(2) the names of the parties to the document;

(3) a short description of the document; and

(4) the names of the persons signing the document under rule 12.4(c).

(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.

(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.

(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.6 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seat is kept, 1 or more duplicate seals.

(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:

(1) of the words “duplicate seal”; and

(2) the name of the place where it is to be used.

(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.7 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.

(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.

(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.8 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

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13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

(1) serving it personally at, or by sending it by post in a prepaid envelope to, the member’s address as shown in the register of members or another address the member has supplied; or

(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.

(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.

(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:

(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or

(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.

(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.

(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.

(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.

(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.

(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.

(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

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13.2 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post in a prepaid envelope to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or

(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.3 Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth must be sent by airmail.

13.4 Time of service

(a) If a notice is sent by post, then it is served if a prepaid envelope containing the notice is properly addressed and placed in the post:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) If a notice is sent by fax or electronic means, then it is served on the day it is sent.

13.5 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

EX-3.32

Exhibit 3.32

FREEHILLS ATTN: JOSIE MEILAK
Level 43
101 Collins Street
MELBOURNE VIC 3000
Certificate of Registration
on Change of Name
This is to certify that
TIWEST SALES PTY LTD
Australian Company Number 009 344 094
did on the fifteenth day of June 2012 change its name to
TRONOX MINERAL SALES PTY LTD
Australian Company Number 009 344 094
The company is a propriety company
The company is limited by shares
The company is taken to be registered under the Corporations Act 2001 in Western Australia and the date of commencement of registration is the thirtieth day of September, 1988.
	Issued by the Australian Securities and Investments Commission on this fifteenth day of June, 2012. /s/ Greg Medcraft Greg Medcraft Chairman

PARKER & PARKER

ATTN: DANIEL BLUE

LVL 23 AMP BUILDING

140 ST GEORGES TCE

PERTH WA 6000

Certificate of the Registration

of a Company

Corporations Law Paragraph 1274 (2) (b)

This is to certify that

COLONYDANE PTY. LTD.

Australian Company Number 009 344 094

is taken to be registered as a company under the Corporations Law of Western Australia.

On the thirteenth day of October 1988 the company changed its name to K.M.A SALES PTY LTD

On the twelfth day of April 1990 the company changed its name to TIWEST SALES PTY LTD

The company is limited by shares.

The company is a proprietary company.

The day of commencement of registrations is the thirtieth day of September 1988.

Given under the seal of the

Australian Securities Commission

on this twenty-second day of January, 1997.

/s/

A delegate of the Australian Securities Commission

PARKER & PARKER

23RD FLOOR

A.M.P. BUILDING

140 ST GEORGE’S TCE PERTH WA, 6000

NATIONAL COMPANIES AND SECURITIES COMMISSION

COMPANIES (WESTERN AUSTRALIA) CODE

SUB-SECTION 72 (9)

Registered no.: C0833138S

CERTIFICATE OF INCORPORATION

ON CHANGE OF NAME OF COMPANY

THIS IS TO CERTIFY THAT

K.M.A. SALES PTY LTD ORIGINALLY CALLED COLONYDANE PTY. LTD.

WHICH WAS ON THE 30TH SEPTEMBER 1988 INCORPORATED UNDER THE COMPANIES (WEST AUST) CODE AS A PROPRIETARY COMPANY, ON THE 12TH APRIL 1990 CHANGED ITS NAME TO TIWEST SALES PTY LTD

AND THAT THE COMPANY IS A PROPRIETARY COMPANY.

AND IS A COMPANY LIMITED BY SHARES.

Given under the seal

of the National Companies and Securities Commission

at PERTH on this 12TH DAY OF APRIL 1990.

/s/

a person authorised by the Commissioner for
Corporate Affairs for the State of Western Australia

Constitution

Constitution Tiwest Sales Pty Ltd stuart.barrymore@freehills.com
Building 250 St Georges Terrace Perth WA 6000 Australia	Telephone +61 8 9211 7777 Facsimile +61 8 9211 7878
GPO Box U1942 Perth WA 684S Australia	www.freehills.com DX 104 Perth
Sydney Melbourne Perth Brisbane Singapore	Correspondent offices in Ho Chi Minh City

Contents

	Table of Contents
1	Preliminary	1
	1.1      Definitions	1
	1.2      Interpretation	1
	1.3      Application of the Act	2
	1.4      Exercise of powers	2
	1.5      Table A and replaceable/Replaceable rules not to apply	3
	1.6      Single member company	3
	1.7      Single director company	3
	1.8      Proprietary company restrictions	4
2	Share capital	4
	2.1      Shares	4
	2.2      Preference shares	4
	2.3      Variation of class rights	5
	2.4      Alteration of share capital	5
	2.5      Equitable and other claims	6
	2.6      Currency	6
3	Calls, forfeiture, lien and surrender	6
	3.1      Calls	6
	3.2      Proceedings for recovery of calls	7
	3.3      Payments in advance of calls	7
	3.4      Forfeiting partly paid shares	7
	3.5      Indemnity for payments by the company	8
	3.6      Lien on shares	9
	3.7      Surrender of shares	10
	3.8      Procedures after sale, reissue or other disposal of shares by the company	10
	3.9      Interest payable by member	11
4	Transfer and transmission of shares	11
	4.1      Transfer of shares	11
	4.2      Power to decline registration of transfers	12
	4.3      Power to suspend registration of transfers	12
	4.4      Transmission of shares	12
5	General meetings	12
	5.1      Calling general meetings	12
	5.2      Notice of general meetings	13
	5.3      Admission to general meetings	13
	5.4      Quorum at general meetings	13
	5.5      Chairperson of general meetings	13
	5.6      Conduct of general meetings	14
	5.7      Decisions at general meetings	14
	5.8      Voting rights	15
	5.9      Decisions without general meetings	16
	5.10    Resolution of single member	16
	5.11    Representation at general meetings	16
6	Directors	18
	6.1      Appointment and removal of directors	18
	6.2      Vacation of office	18

Constitution Tiwest Sales Pty ltd Contents 1

Contents

	6.3      Remuneration of directors	19
	6.4      Share qualification	20
	6.5      Interested directors	20
	6.6      Powers and duties of directors	20
	6.7      Proceedings of directors	21
	6.8      Convening meetings of directors	21
	6.9      Notice of meetings of directors	22
	6.10    Quorum at meetings of directors	23
	6.11    Chairperson of directors	23
	6.12    Decisions of directors	23
	6.13    Written resolutions of directors	24
	6.14    Alternate directors	24
	6.15    Committees of directors and delegation to a director	25
	6.16    Validity of acts	25
7	Executive officers	26
	7.1      Managing directors	26
	7.2      Secretaries	26
	7.3      Provisions applicable to all executive officers	26
8	Seals	27
	8.1      Common seal	27
	8.2      Use of seal	27
9	Distribution of profits	27
	9.1      Dividends	27
	9.2      Capitalisation of profits	28
	9.3      Ancillary powers	28
	9.4      Reserves	29
	9.5      Carry forward of profits	29
10	Winding up	29
	10.1    Distribution of surplus	29
	10.2    Division of property	30
11	Indemnity and insurance	30
	11.1    Persons to whom rules 11.2 and 11.4 apply	30
	11.2    Indemnity	31
	11.3    Extent of indemnity	31
	11.4    Insurance	31
	11.5    Savings	31
	11.6    Deed	31
12	Access to documents	31
13	Notices	32
	13.1    Notices by the company to members	32
	13.2    Notices by the company to directors	32
	13.3    Notices by members of directors to the company	32
	13.4    Time of service	33
	13.5    Other communications and documents	33
	13.6    Notices in writing	33
14	General	33
	14.1    Submission to jurisdiction	33
	14.2    Prohibition and enforceability	33
15	Transitional provisions	34

Constitution Tiwest Sales Pty ltd Contents 2

Constitution

	Tiwest Sales Pty Ltd ACN 009 344 094 A company limited by shares
	Constitution
1	Preliminary
1.1	Definitions
	The meanings of the terms used in this constitution are set out below.

Term	Meaning
Act	the Corporations Act 2001 (cth).
Representative	in relation to a member which is a body corporate, means a person authorized by the body corporate under the Act or a corresponding previous law to act as its representative.
Transmission Event	1	for a member who is an individual – the member’s death, the member’s bankruptcy or the member becoming of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health; and
	2	for a member who is body corporate – the dissolution of the member or the succession by another body corporate to the assets and liabilities of the member.

1.2 Interpretation

(a) A reference in this constitution to a partly paid share is a reference to a share on which there is an amount unpaid.

(b) A reference in this constitution to a call or an amount called in respect of a share includes a reference to an amount that, by the terms of issue of a share, becomes payable on issue or at a fixed date.

(c) a member is to be taken to be present at a general meeting if the member is present in person or by proxy, attorney or representative.

(d) A chairperson appointed under this constitution may be referred to as chairman or chairwoman, or as chair, as appropriate.

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1    Preliminary

(e) A reference in this constitution in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position for the time being.

(f) In this constitution, unless the contrary intention appears:

(1) the singular includes the plural and the plural includes the singular;

(2) words of any gender include all genders;

(3) an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;

(4) a reference to a person includes that person’s successors and legal personal representatives;

(5) a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them; and

(6) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

(g) In this constitution, headings and bold type are for convenience only and do not affect its interpretation.

1.3 Application of the Act

(a) Unless the contrary intention appears, an expression in a rule that deals with a matter dealt with by a provision of the Act has the same meaning as in that provision of the Act.

(b) Subject to rule 1.3(a), unless the contrary intention appears, an expression in a rule that is used in the Act has the same meaning in this constitution as in the Act.

1.4 Exercise of powers

(a) The company may, in any way the Act permits:

(1) exercise any power;

(2) take any action; or

(3) engage in any conduct or procedure.

which, under the Act, a company limited by shares may exercise, take or engage in.

(b) Where this constitution provides that a person or body may do a particular act or thing, the act or thing may be done at the person’s discretion.

(c) Where this constitution confers a power to do a particular act or thing, the power is, unless the contrary intention appears to be taken as including a power exercisable in the same manner and subject to the same conditions (if any) to repeat, rescind, revoke, amend or vary that act or thing.

(d) Where this constitution confers a power to do a particular thing in a respect of particular matters, this power is, unless the contrary intention appears, to be taken to include a power to do that thing in respect of some only of those matters or in respect of a particular class or particular classes of those matters and to make different provision in respect of different matters or different classes of matters.

(e) Where this constitution confers a power to make appointments to any office or position, the power is, unless the contrary intention appears, to be taken to include a power:

(1) to appoint a person to act in the office or position until a person is appointed to the office or position;

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1    Preliminary

(2) subject to any contract between the company and the relevant person, to remove or suspend any person appointed, with or without cause; and

(3) to appoint another person temporarily in the place of any person so removed or suspended or in place of any sick or absent holder of the office or position.

(f) Where this constitution confers a power or imposes a duty then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires.

(g) Where this constitution confers a power or imposes a duty on the holder of an office as such then, unless the contrary intention appears, the power may be exercised and the duty must be performed by the holder for the time being of the office.

(h) Where this constitution confers power on a person or body to delegate a function or power:

(1) the delegation may be concurrent with, or (except in the case of a delegation by the board of directors) to the exclusion of, the performance or exercise of that function or power by the person or body;

(2) the delegation may be either general or limited in any manner provided in the terms of delegation;

(3) the delegation need not be to a specified person but may be to any person from time to time holding occupying or performing the duties of a specified office or position;

(4) the delegation may include the power to delegate;

(5) where the performance or exercise of that function or power is dependent on the opinion, belief or state of mind of that person or body in relation to a matter that function or power may be performed or exercised by the delegate on the opinion, belief or state of mind of the delegate in relation to that matter; and

(6) the function or power so delegated, when performed or exercised by the delegate, is to be taken to have been performed or exercised by the person or body.

1.5 Table A and replaceable/Replaceable rules not to apply

The regulations in Table A in the legislation under which the company was formed and those provisions of the Act designated as replaceable rules do not apply to the company except so far as they are requested in this constitution.

1.6 Single member company

If any time the company has only one member then, unless the contrary intention appears:

(a) a reference in a rule to ‘the members’ is a reference to that member; and

(b) without limiting rule 1.6(a), a rule which confers a power or imposes an obligation on the members to do a particular thing confers that power or imposes that obligation on that member.

1.7 Single director company

If at any time the minimum number of directors fixed under this constitution is one and the company in fact has only one director then, unless the contrary intention appears:

(a) a reference in a rule to ‘the directors’ is a reference to that direction; and

(b) without limiting rule 1.7(a), a rule which confers a power imposes an obligation on the directors to do a particular thing confers that power or imposes that obligation on that director.

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2    Share capital

1.8 Proprietary company restrictions

The Company must not:

(a) have more than 50 non-employee shareholders and in this regard joint holders of a particular parcel of shares are counted as one person and an employee shareholder is a shareholder who:

(1) is an employee of the company or of a subsidiary of the company; or

(2) was an employee of the company, or of a subsidiary of the company, when they became a shareholder; or

(b) engage in any activity that would require disclosure to investors under Chapter 60 of the Act, except for an offer of its shares to:

(1) existing shareholders of the company; or

(2) employees of the company or of a subsidiary of the company.

2 Share capital

2.1 Shares

Without prejudice to any special rights conferred on the holders of any shares or class of shares, the directors may:

(a) issue, allot or grant options for, or otherwise dispose of, shares in the company; and

(b) decide:

(1) the persons to whom shares are issued or options are granted;

(2) the terms on which shares are issued or options are granted; and

(3) the rights and restrictions attached to those shares and options.

2.2 Preference shares

(a) The company may issue preference shares including preference shares which are, or at the option of the company or holder are, liable to be redeemed or convertible into ordinary shares.

(b) Each preference share confers on the holder a right to receive a preferential dividend, in priority to the payment of any dividend on the ordinary shares, at the rate and on the basis decided by the directors under the terms of issue.

(c) In addition to the preferential dividend and rights on winding up, each preference share may participate with the ordinary shares in profits and assets of the company, including on a winding up, if and to the extent the directors decide under the terms of issue.

(d) The preferential dividend may be cumulative only if and to the extent the directors decide under terms of issue, and will otherwise be non-cumulative.

(e) Each preference share confers on its holder the right in a winding up and on redemption to payment in priority to the ordinary shares of:

(1) the amount of any dividend accrued but unpaid on the share at the date of winding up or the date of redemption; and

(2) any additional amount specified in the terms of issue.

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2    Share capital

(f) To the extent the directors may decide under the terms of issue, a preference share may confer a right to a bonus issue or capitalisation of profits in favour of holders of those shares only.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out above.

(h) A preference share does not entitle its holder to vote at any general meeting of the company except in the following circumstances:

(1) on any of the proposals specified in rule 2.2(i):

(2) on a resolution to approve the terms of a buyback agreement;

(3) during a period in which a dividend or part of a dividend on the share is in arrears; or

(4) during the winding up of the company.

(i) The proposals referred to in rule 2.2(h)(1) are proposals:

(1) to reduce the share capital of the company;

(2) that affect rights attached to the share;

(3) to wind up the company; or

(4) for the disposal of the whole of the property, business and undertaking of the company.

(j) The holder of a preference share who is entitled to vote in respect of that share under rule 2.2(h) is, on a poll, entitled to the number of votes specified in, or determined in accordance with, the terms of issue for the share.

(k) In the case of a redeemable preference share, the company must, at the time and place for redemption specified in, or determined in accordance with, the terms of issue for the share, redeem the share and, on receiving a redemption notice under the terms of issue, pay to or at the direction of the holder the amount payable on redemption of the share.

(l) A holder of a preference share must not transfer or purport to transfer, and the directors must not register a transfer of, the share if the transfer would contravene any restrictions on the right to transfer the share set out in the terms of issue for the share.

2.3 Variation of class rights

Unless otherwise provided by the terms of issue of a class of shares:

(a) all or any of the rights or privileges attached to the class may be varied, whether or not the company is being wound up, only with the consent in writing of the holders of three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class;

(b) the provisions of these rules relating to general meetings apply, so far as they can and with such changes as are necessary, to each separate meeting of the holders of the issued shares of that class; and

(c) the rights conferred on the holders of the shares of that class are to be taken as not having been varied by the creation or issue of futher shares ranking equally with them.

2.4 Alteration of share capital

(a) The company may alter its share capital in any manner permitted by law.

(b) Where fractions of shares are or would otherwise be created by an alteration of share capital under rule 2.4(a), the directors may:

(1) make cash payments;

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3    Calls, forfeiture, lien and surrender

(2) decide that fractions of shares are to be disregarded or rounded down to the nearest whole share; or

(3) decide that fractions of shares are to be rounded up to the nearest whole share by capitalising any amount available for capitalisation under rule 9.2 even though some only of the members may participate in that capitalisation.

2.5 Equitable and other claims

(a) Except where a law or this constitution requires otherwise, the company is entitled to treat the registered holder of a share as the absolute owner of that share and need not:

(1) recognise a person as holding a share on any trust, even if the company has notice of that trust; or

(2) recognize, or be bound by, any equitable, contingent, future or partial claim to or interest in a share by any other person except an absolute right of ownership in the registered holder, even if the company has notice of that claim or interest.

(b) With the consent of the directors, shares held by a trustee may be marked in the register in such a way as to identify them as being held subject to the relevant trust.

(c) Nothing in rule 2.5(b) limits the operation of rule 2.5(a).

2.6 Currency

An amount payable to the holder of a share, whether by way of or on account of dividend, return of capital, participation in the property of the company on a winding up or otherwise, may be paid, with the agreement of the holder or pursuant to the terms of issue of the share, in the currency of a country other than Australia and the directors may fix a date up to 30 days before the payment date as the date on which any applicable exchange rate will be determined for that purpose.

3 Calls, forfeiture, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms on which any shares are issued, the directors may:

(1) make calls on the members for any amount unpaid on their shares which is not by the terms of issue of those shares made payable at fixed times; and

(2) on the issue of shares, differentiate between members as to the amount of calls to be paid and the time for the payment.

(b) The directors may require a call to be paid by instalments.

(c) On receiving at least 14 days notice specifying the time and place of payment, each member must pay to the company by the time and at the place so specified the amount called on the member’s shares.

(d) A call is to be taken as having been made when the resolution of the directors authorizing the call was passed.

(e) The directors may revoke or postpone a call or extend the time for payment.

(f) Failure of a member to receive a notice of a call by, or the accidental failure to give notice of a call to member, does not invalidate the call.

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3    Calls, forfeiture, lien and surrender

(g) If an amount called on a share is not paid in full by the time appointed for payment, the person from whom the amount is due must pay:

(1) interest on the unpaid part of the amount from the date specified for payment to the date of actual payment, at a rate determined under rule 3.9; and

(2) if the share was issued after the date this constitution is adopted, any expenses or damages the company incurs because the amount has not been paid or has been paid late.

(h) Any amount unpaid on a share that, by the terms of issue of the share, becomes payable on issue or at a fixed date:

(1) is treated for the purposes of this constitution as if that amount was payable pursuant to a call duly made and notified; and

(2) must be paid on the date on which it is payable under the terms of issue of the share.

(i) The directors may, to the extent the law permits, waive or compromise all or any part of any payment due to the company under the terms of issue of a share or under this rule 3.1.

3.2 Proceedings for recovery of calls

(a) In an action or other proceedings to recover a call, or interest or costs or expenses incurred because of the failure to pay or late payment of a call, proof that:

(1) the name of the defendant is entered in the register as the holder or one of the holders of the share on which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was given to the defendant complying with this constitution,

is conclusive evidence of the debt and it is not necessary to prove the appointment or committee membership of the directors who made the call or any other matter.

(b) In rule 3.2(a), ‘defendant’ Includes a person against whom the company alleges a set-off or counterclaim and ‘action or other proceedings to recover a call’ is to be interpreted accordingly.

3.3 Payments in advance of calls

(a) The directors may accept from a member the whole or a part of the amount unpaid on a share although no part of that amount has been called.

(b) The directors may authorize payment by the company of interest on the whole or any part of an amount accepted under rule 3.3(a), until the amount becomes payable, at a rate agreed between the directors and the member paying the amount.

(c) Unless a different agreement is made, the directors may repay to a member all or a part of the amount accepted under rule 3.3(a).

3.4 Forfeiting partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time specified for payment, the directors may serve a notice on that member:

(1) requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all costs, expenses or damages that may have been incurred by the company by reason of the non-payment or late payment of the call or instalment;

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3    Calls, forfeiture, lien and surrender

(2) naming a further day (at least 14 days after the date of service of the notice) by which, and a place at which, the amount payable under rule 3.4(a)(1) is to be paid; and

(3) stating that, in the event of non-payment of the whole of the amount payable under rule 3.4(a)(1) by the time and the place named, the shares in respect of which the call was made will be liable to be forfeited.

(b) If the requirement of a notice served under rule 3.4(a) are not complied with, the directors may by resolution forfeit any share concerning which the notice was give at any time after the day named in the notice and before the payment required by the notice is made.

(c) A forfeiture under rule 3.4(b) includes all dividends, interest and other amounts payable by the company on the forfeited share and not actually paid before the forfeiture.

(d) Where a share has been forfeited:

(1) noticed of the resolution must be given to the member in whose name the share stood immediately before the forfeiture; and

(2) an entry of the forfeiture, with the date, must be made in the register of members.

(e) Failure to give the notice to make the entry required under rule 3.4(d) does not invalidate the forfeiture.

(f) A forfeited share becomes the property of the company and the directors may sell, reissue or otherwise dispose of the share as they think fit and, In the case of reissue or other disposal, with or without crediting as paid up any amount paid on the share by any former holder.

(g) A person whose shares have been forfeited ceases to be a member as to the forfeited shares, but must, if the directors decide, pay to the company

(1) all calls, instalments, interest, costs, expenses and damages owing in respect of the shares at the time of the forfeiture; and

(2) interest on the unpaid part of the amount payable under rule 3.4(g)(1), from the date of the forfeiture to be date of actual payment, at a rate determined under rule 3.9

(h) Except as otherwise provided by this constitution, the forfeiture of a share extinguishes all interest in, and all claims and demands against the company relating to, the forfeited share and all other rights attached to the share.

(i) The directors may:

(1) exempt a share from all or any part of this rule 3.4

(2) waive or compromise all or any part of any payment due to the company under this rule 3.4; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture on the conditions they decide.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of share held solely or jointly by a member;

(b) in respect of a transfer or transmission of shares by a member;

(c) in respect of dividends, bonuses or other amount due or payable or which may become due and payable to a member; or

(d) otherwise for or on account of or in respect of a member,

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3    Calls, forfeiture, lien and surrender

whether as a consequence of:

(e) the death of that member;

(f) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of the member;

(g) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member, or

(h) any other thing,

then, in addition to any right or remedy that the law may confer on the company;

(i) the member or, if the member is dead, the member’s legal personal representative, must:

(1) fully indemnity the company against that liability;

(2) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and

(3) pay interest on so much of the amount payable to the company under rule 3.5(i)(2) as is unpaid from time to time, from the date the company makes a payment under that law until the date the company is reimbursed in full for that payment under rule 3.5(i)(2), at a rate determined under rule 3.9;

(j) the company has a lien over all dividends, interest and other amounts payable in respect of the shares held solely or jointly by that member or that member’s legal personal representative for all amounts payable to the company under this rule 3.5;

(k) the company may refuse to register a transfer of any shares by or to that member or that member’s legal personal representative until all amounts payable to the company under this rule 3.5 have been paid; and

(l) the directors may:

(1) exempt a share from all or any part of this rule 3.5; and

(2) waive or compromise all or any part of any payment due to the company under this rule 3.5.

3.6 Lien on shares

(a) The company has a first lien on:

(1) each partly paid share for all amounts (whether presently payable or not) called or otherwise due under this constitution in respect of that share; and

(2) all shares registered in the name of a solo holder for all amounts presently payable by the holder of the holder’s estate to the company.

(b) The company’s lien on a share extends to all dividends payable on the share and to the proceeds of sale of the share.

(c) The directors may sell any share on which the company has a lien in such manner as they think fit where:

(1) an amount in respect of which a lien exists under this rule 3.6 is presently payable; and

(2) the company has, at least 14 days before the date of the sale, given to the registered holder of the share written notice stating the part of the amount for which the lien exist that is presently payable, and demanding payment of that amount.

(d) Where the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim, the company’s lien is released so far as it relates to amounts owing by the transferor or any predecessor in title on the shares transferred.

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3    Calls, forfeiture, lien and surrender

(e) The directors may:

(1) exempt a share from all or any part of this rule 3.6; and

(2) waive or compromise all or any part of any payment due to the company under this rule 3.6.

3.7 Surrender of shares

(a) The directors may accept a surrender of a share by way of compromise of any claim as to whether or not that share has been validly issued or in any other case where the surrender is within the powers of the company.

(b) Any share so surrendered may be sold, reissued or otherwise disposed of in the same manner as a forfeited share.

3.8 Procedures after sale, reissue or other disposal of shares by the company

(a) A reference in this rule 3.8 to a sale of a share is a reference to:

(1) any sale, reissue or other disposal of a forfeited share under rule 3.4(f) or a surrendered share under rule 3.7; and

(2) any sale of a share over which the company has a lien under rule 3.6(c).

(b) After the company has sold a share, the directors may:

(1) receive the purchase money or consideration given for the share;

(2) effect a transfer of the share or execute or appoint a person to execute, on behalf of the former holder, a transfer of the share; and

(3) register as the holder of the share the person to whom the share is sold.

(c) A person to whom the company sells shares need not take any steps to investigate the regularity or validity of the sale, or to see how the purchase money or consideration on the sale is applied. That person’s title to the shares is not affected by any irregularity by the company before the sale or the exercise of the company’s lien on the shares (as applicable).

(d) Damages is the only remedy of a person who suffers any loss because of a sale of shares by the company. The claim for damages can only be made against the company.

(e) The proceeds of a sale of shares under this constitution must be applied in paying:

(1) first, the expenses of the sale;

(2) second, all amounts presently payable by the former holder whose shares have been sold,

and the balance (if any) must be paid (subject to any lien that exists under rule 3.6 in respect of amounts not presently payable) to the former holder on the former holder delivering to the company the certificate for the shares that have been disposed of or such other proof of title as the directors may accept.

(f) A written statement by a director or secretary of the company that a share in the company has been:

(1) duly forfeited under rule 3.4(b);

(2) duly sold, reissued or otherwise disposed of under rule 3.4(f) or 3.7; or

(3) duly sold under rule 3.6(c),

on a date stated in the statement is conclusive evidence of the facts stated as against all persons claiming to be entitled to the share and of the right of the company or the directors to forfeit, sell, reissue or otherwise dispose of the share.

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3.9 Interest payable by member

(a) For the purposes of rules 3.1(g)(1), 3.4(g)(2) and 3.5(i)(3), the rate of interest payable to the company is:

(1) if the directors have fixed a rate, that rate; or

(2) in any other case, a rate per annum 2% higher than the rate prescribed in respect of unpaid judgments in the Supreme Court of Western Australia.

(b) Interest payable under rules 3.1(g)(1), 3.4(g)(2) and 3.5(i)(3) accrues daily and may be capitalised monthly or at such other intervals the directors decide.

4 Transfer and transmission of shares

4.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any shares or class of shares, a member may transfer any of the member’s shares by an instrument in writing in any usual form or in any other form approved by the directors.

(b) An instrument of transfer referred to in rule 4.1(a) must:

(1) be signed by or on behalf of both the transferor and the transferee unless the instrument of transfer relates only to fully paid shares and the directors have dispensed with signature by the transferee or the transfer of the shares is effected by a document which is, or documents which together are, a sufficient transfer of those shares under the Act;

(2) if required by law to be stamped, be duly stamped;

(3) in the case of a transfer of partly paid shares, be endorsed by, or accompanied by an instrument executed by, the transferee to the effect that the transferee agrees to accept the shares subject to the terms and conditions on which the transferor held them and to become a member and to be bound by the company’s constitution; and

(4) be left for registration at the company’s registered office, or at such other place as the directors decide, with the certificate for the shares to which it relates and any other evidence the directors require to prove the transferor’s title or right to the shares and the transferee’s right to be registered as the owner of the shares.

(c) Subject to the powers vested in the directors under rules 4.2 and 4.3, where the company receives an instrument of transfer complying with rule 4.1(b), the company must register the transferee named in the instrument as the holder of the shares to which it relates.

(d) A transferor of shares remains the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the register of members as the holder of the shares.

(e) The company may retain a registered instrument of transfer for any period the directors decide.

(f) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register to the person who deposited it with the company.

(g) The directors may, to the extent permitted by law, waive all or any part of the requirements of this rule 4.1.

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4.2 Power to decline registration of transfers

Subject to any special rights conferred on the holders of any shares or class of shares, the directors may, in their absolute discretion, decline to register any transfer of shares.

4.3 Power to suspend registration of transfers

The directors may suspend the registration of transfers at such times and for such periods, not exceeding in total 30 days in any year, as they think fit.

4.4 Transmission of shares

(a) Where a member dies, the only persons the company will recognise as having any title to the member’s shares or any benefits accruing on those shares are:

(1) the legal personal representative of the deceased, where the deceased was a sole holder; and

(2) the survivor, where the deceased was a joint holder.

(b) Rule 4.4(a) does not release the estate of a deceased member from any liability on a share, whether that share was held by the deceased solely or jointly with other persons.

(c) A person who becomes entitled to a share because of a Transmission Event may, on producing any evidence the directors require to prove that person’s entitlement to the share, choose:

(1) to be registered as the holder of the share by signing and giving the company a written notice stating that choice; or

(2) to nominate some other person to be registered as the transferee of the share by executing or effecting in some other way a transfer of the share to that other person.

(d) The provisions of this constitution concerning the right to transfer shares, and the registration of transfers of shares apply, so far as they can and with any necessary changes, to any transfer under rule 4.4(c) as if the relevant Transmission Event had not occurred and the transfer were signed by the registered holder of the share.

(e) For the purpose of this constitution, where 2 or more persons are jointly entitled to a share because of a Transmission Event they will, on being registered as the holders of the share, be taken to hold the share as joint tenants.

(f) Despite rule 4.4(a), the directors may register a transfer of shares signed by a member before a Transmission Event even though the company has notice of the Transmission Event.

5 General meetings

5.1 Calling general meetings

(a) The directors may, whenever they think fit, call and arrange to hold a general meeting.

(b) A general meeting may be convened only as provided by this rule 5.1 or as otherwise required by the Act.

(c) Subject to rule 5.1(d), the directors may postpone, cancel or change the venue for a general meeting.

(d) A general meeting called and arranged under section 249D of the Act may not be postponed beyond the date by which section 249D requires it to be held and may not be cancelled without the consent of the requisitioning member or members.

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5.2 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to any shares or class of shares, notice of a general meeting must be given within the time limits prescribed by the Act.

(b) The content of a notice of a general meeting called by directors is to be decided by the directors, but must state the general nature of the business to be transacted at the meeting and any other matters required by the Act.

5.3 Admission to general meetings

The chairperson of a general meeting may take any action they consider appropriate for the safety of persons attending the meeting and the orderly conduct of the meeting and may refuse admission to, or require to leave and remain out of, the meeting any person who is not:

(a) a member or a proxy, attorney or representative of a member;

(b) a director;

(c) an auditor of the company; or

(d) a person requested by the directors or chairman to attend the meeting.

5.4 Quorum at general meetings

(a) No business may be transacted at any general meeting, except the election of a chairperson and the adjournment of the meeting, unless a quorum of members is present when the meeting proceeds to business.

(b) A quorum consists of:

(1) if the number of members entitled to vote is 2 or more – 2 of those members; or

(2) if only one member is entitled to vote – that member,

present at the meeting.

(c) If a quorum is not present within 30 minutes after the time appointed for a general meeting:

(1) where the meeting was convened on the requisition of members, the meeting must be dissolved; or

(2) in any other case, the meeting stands adjourned to the day, and at the time and place, the directors decide or, if they do not make a decision, to the same day in the next week at the same time and place and if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.

5.5 Chairperson of general meetings

(a) The chairperson of directors must (if present within 15 minutes after the time appointed for the meeting and willing to act) preside as chairperson at each general meeting.

(b) If at a general meeting there is no chairperson of directors or the chairperson of directors is not present or not willing to act as chairperson of the meeting, one of the other directors must act as chairperson.

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5.6 Conduct of general meetings

(a) The chairperson of a general meeting is responsible for the general conduct of the meeting and for the procedures to be adopted at the meeting and may require the adoption of any procedures which are in his or her opinion necessary or desirable for;

(1) proper and orderly debate or discussion, including limiting the time that a person may speak on a motion or other item of business before the meeting; and

(2) the proper and orderly casting or recording of votes at the general meeting, whether on a show of hands or on a poll, including the appointment of scrutineers.

(b) The chairperson of a general meeting may at their sole discretion at any time during the course of the meeting adjourn from time to time and place to place the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting or any debate or discussion and may adjourn any business, motion, question or resolution, debate or discussion either to a later time at the same meeting or to an adjourned meeting.

(c) No business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(d) Where a meeting is adjourned, notice need not be given to any person unless the meeting is adjourned for more than 30 days.

(e) Where a meeting is adjourned, the directors may postpone, cancel or change the venue of the adjourned meeting.

(f) Where a meeting of members is held at 2 or more venues using any form of technology:

(1) a member participating in the meeting is to be taken to be present in person at the meeting;

(2) all the provisions in this constitution relating to meetings of members apply, so far as they can and with such changes as are necessary, to meetings of the members using that technology; and

(3) the meeting is to be taken to be held at the place determined by the chairperson of the general meeting as long as at least one of the members involved was at that place for the duration of the general meeting.

(g) If the technology used in accordance with the requirement of rule 5.6(f) encounters a technical difficulty, whether before or during the meeting, which results in a member not being able to participate in the meeting, the chairperson may, subject to the Act, allow the meeting to continue or may adjourn the meeting either for such reasonable period as may be required to fix the technology or to such other time and location as the chairperson deems appropriate.

5.7 Decisions at general meetings

(a) Except in the case of any resolution which as a matter of law requires a special majority, questions arising at a general meeting must be decided by a majority of votes cast by the members present at the meeting. A decision made in this way is for all purposes a decision of the members.

(b) If votes are equal on a proposed resolution, the chairperson of the meeting has a casting vote, in addition to any deliberate vote.

(c) A resolution put to the vote of a general meeting must be decided on a show of hands, unless a poll is demanded by:

(1) the chairperson of the meeting; or

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5    General meetings

(2) any member present and having the right to vote at the meeting,

before a show of hands is held or before the result of the show of hands is declared or immediately after the result of the show of hands is declared.

(d) A demand for a poll does not prevent a general meeting continuing to transact any business except the question on which the poll is demanded.

(e) Unless a poll is duly demanded, a declaration by the chairperson of a general meeting that a resolution has on a show of hands been carried or carried unanimously or carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.

(f) If a poll is duly demanded at a general meeting, it is to be taken in a way and subject to rule 5.7(g) either at once or after an interval or adjournment or otherwise as the chairperson of the meeting directs. The result of the poll as declared by the chairperson is the resolution of the meeting at which the poll was demanded.

(g) A poll demanded at a general meeting on the election of a chairperson of the meeting or on a question of adjournment must be taken immediately.

(h) The demand for a poll may be withdrawn with the chairperson’s consent.

5.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to any shares or class of shares, at a general meeting:

(1) on a show of hands, every member present has one vote; and

(2) on a poll, every member present has one vote for each share held by the member and in respect of which the member is entitled to vote.

(b) If a person present at a general meeting represents personally or by proxy, attorney or representative more than one member:

(1) on a show of hands the person is entitled to one vote only, even though he or she represents more than one member;

(2) that the vote will be taken as having been cast for all the members the person represents; and

(3) the person must not exercise that vote in a way which would contravene any directions given to the person in accordance with rule 5.11(g) in any instrument appointing the person as a proxy or attorney.

(c) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person were the sole holder. If more than one joint holder tenders a vote, the vote of the holder named first in the register must be accepted to the exclusion of the other or others.

(d) A person entitled to a share because of a Transmission Event may vote at any general meeting in respect of that share in the same way as if that person were the registered holder of the share if, before the meeting, the directors have:

(1) admitted that person’s right to vote at that meeting in respect of the share; or

(2) been satisfied of that person’s right to be registered as the holder of, or to transfer, the share under rule 4.4(c),

and any vote so tendered by that person must be accepted to the exclusion of the vote of the registered holder of the share.

(e) A member is not entitled to vote at a general meeting unless all calls and other amounts presently payable by that member in respect of shares in the company have been paid.

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5    General meetings

(f) An objection to the qualification of a person to vote at a general meeting must be:

(1) raised before or at the meeting at which the vote objected to is given or tendered; and

(2) referred to the chairperson of the meeting, whose decision is final.

(g) A vote not disallowed by the chairperson of a meeting under rule 5.8(f) is valid for all purposes.

5.9 Decisions without general meetings

(a) When the company has more than one member, the company may pass a resolution (except a resolution to remove an auditor) without a general meeting being held;

(1) if all of the members entitled to vote on the resolution sign a document containing a statement that they are in favour of a resolution set out in the document; and

(2) otherwise in accordance with the Act.

(b) If a share is held jointly, each of the joint members must sign the document.

(c) For the purposes of rule 5.9(a);

(1) the resolution is passed when the last person signs the document; and

(2) separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.

(d) The passage of the resolution satisfies any requirement in the Act, or in this constitution, that the resolution be passed at a general meeting.

5.10 Resolution of single member

When the company has only one member:

(a) The directors must give the member 14 days written notice of any resolution that the directors propose that the company pass. The notice must set out the wording of the proposed resolution.

(b) The member may waive notice of any proposed resolution under rule 5.10(a) by written notice to the company.

(c) The company may pass a resolution by the member recording it and signing the record.

(d) The member must give the company written notice of any resolution passed in accordance with rule 5.10(c) within 14 days of the passing of the resolution. The notice must set out details of the resolution passed.

5.11 Representation at general meetings

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:

(1) in person or, where a member is a body corporate, by its representatives;

(2) by not more than 2 proxies; or

(3) by not more than 2 attorneys.

(b) A proxy, attorney or representative may, but need not, be a member of the company.

(c) A proxy, attorney or representative may be appointed for all general meetings, or for any number of general meetings, or for a particular general meeting.

(d) Unless otherwise provided in the instrument, an Instrument appointing a proxy, attorney or representative is to be taken to confer authority:

(1) to agree to a meeting being convened by shorter notice than is required by the Act or by this constitution;

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(2) to agree to a resolution being proposed and passed as a special resolution at a meeting of which less than the period of notice required by the Act has been given; and

(3) even though the instrument may refer to specific resolutions and may direct the proxy, attorney or representative how to vote on those resolutions to do any of the acts specified in rule 5.11(e).

(e) The acts referred to in rule 5.11(d)(3) are:

(1) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

(2) to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting; and

(3) to act generally at the meeting.

(f) Where a member appoints 2 proxies or attorneys to vote at the same general meeting, the following rules apply:

(1) subject to rule 5.11(f)(2), the appointment is of no effect and a proxy or attorney may not vote unless each proxy or attorney (as applicable) is appointed to represent a specified proportion of the member’s voting rights;

(2) if the Act precludes the company from treating as invalid the appointment of 2 proxies which fails to specify the proportion or number of votes that each may exercise, each person appointed may exercise half the member’s votes;

(3) on a show of hands, neither proxy or attorney may vote;

(4) on a poll, each proxy or attorney may only exercise the voting rights the proxy or attorney represents; and

(5) if both appointments cannot be validly exercised at the meeting, the later appointment revokes the earlier appointment of a proxy or attorney.

(g) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote in respect of a particular resolution and, where an instrument so provides, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the instrument.

(h) Subject to rule 5.11(i), an instrument appointing a proxy or attorney need not be in any particular form as long as it is in writing, legally valid and signed by or on behalf of the appointer or the appointer’s attorney.

(i) A proxy or attorney may not vote a general meeting or adjourned meeting or on a poll unless the instrument appointing the proxy or attorney, and the authority under which the instrument is signed or a certified copy of the authority, are:

(1) received at the registered office of the company, a fax number at the company’s registered office or at another place, fax number or electronic address specified for that purpose in the notice convening the meeting before the time specified in the notice;

(2) in the case of a meeting or an adjourned meeting, tabled at the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(3) in the case of a poll, produced when the poll is taken.

(j) The directors may waive all or any of the requirements of rules 5.11(h) and 5.11(i) and in particular may, on the production of such other evidence as the directors require to prove the validity of the appointment of a proxy or attorney, accept:

(1) an oral appointment of a proxy or attorney;

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(2) an appointment of a proxy or attorney which is not signed in the manner required by rule 5.11(h); and

(3) the deposit, tabling or production of a copy (including a copy sent by fax) of an instrument appointing a proxy or attorney or of the power of attorney or other authority under which the instrument is signed.

(k) A vote given in accordance with the terms of an instrument appointing a proxy or attorney is valid despite:

(1) a Transmission Event occurring in relation to the appointer; or

(2) the revocation of the instrument or of the authority under which the instrument was executed,

if no written notice of the Transmission Event or revocation has been received by the company by the time and at one of the places at which the instrument appointing the proxy or attorney is required to be deposited, tabled or produced under rule 5.11(i).

(l) A vote given in accordance with the terms of an instrument appointing a proxy or attorney is valid despite the transfer of the share in respect of which the instrument was given, if the transfer is not registered by the time at which the instrument appointing the proxy or attorney is required to be deposited, tabled or produced under rule 5.11(i).

(m) The appointment of a proxy or attorney is not revoked by the appointer attending and taking part in the general meeting but, if the appointer votes on a resolution, the person acting as proxy or attorney for the appointor is not entitled to vote, and must not vote, as the appointer’s proxy or attorney on the resolution.

6 Directors

6.1 Appointment and removal of directors

(a) There must be:

(1) at least one director; and

(2) unless the company resolves otherwise, not more than 10 directors.

(b) The company may by resolution appoint or remove a director.

(c) Where the company is the wholly owned subsidiary of another company (Holding Company), the Holding Company may by written notice served on the company appoint or remove a director.

(d) The directors may appoint any natural person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but the total number of directors must not at any time exceed the maximum number allowed under this constitution.

(e) Subject to rule 6.2 and to the terms of any agreement entered into between the company and the relevant director, a director holds office until the director dies or is removed from office under this rule 6.1.

6.2 Vacation of office

The office of a director becomes vacant:

(a) in the circumstances prescribed by the Act;

(b) if the director becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health;

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(c) if the director is removed from office under rule 6.1; or

(d) if the director resigns by written notice to the company.

6.3 Remuneration of directors

(a) Each director is entitled to such remuneration out of the funds of the company as the directors decide, but if the company in general meeting has fixed a limit on the amount of remuneration payable to the directors, the total remuneration of the directors under this rule 6.3(a) must not exceed that limit.

(b) The remuneration of directors may be:

(1) a stated salary or a fixed sum for attendance at each meeting of directors, or both; or

(2) a share of a fixed sum decided by the company in general meeting to be the remuneration payable to all directors which is to be divided between the directors in the proportions agreed between them or, failing agreement, equally.

and if it is a stated salary under rule 6.3(b)(1) or a share of a fixed sum under rule 6.3(b)(2), is to be taken to accrue from day to day.

(c) In addition to their remuneration under rule 6.3(a), the directors are entitled to be paid all travelling and other expenses properly incurred by them in connection with the affairs of the company, including attending and returning from general meetings of the company or meetings of the directors or of committees of the directors.

(d) If a director renders or is called on to perform extra services or to make any special exertions in connection with the affairs of the company, the directors may arrange for a special remuneration to be paid to that director, either in addition to or in substitution for that director’s remuneration under rule 6.3(a).

(e) Nothing in rule 6.3(a) restricts the remuneration to which a director may be entitled as an officer of the company or of a related body corporate in a capacity other than director, which may be either in addition to or in substitution for that director’s remuneration under rule 6.3(a).

(f) For the purposes of rule 6.3(a), the maximum amount (if any) fixed by the company as remuneration payable to the directors does not include any amount paid by the company or related body corporate:

(1) to a superannuation, retirement or pension fund for a director so that the company is not liable to pay the superannuation guarantee charge or similar statutory charge; or

(2) for any insurance premium paid or agreed to be paid for a director under rule 11.4.

(g) The directors may:

(1) at any time after a director dies or otherwise ceases to hold office as a director, pay to the director or a legal personal representative, spouse, relative or dependant of the director, in addition to the remuneration of that director under rule 6.3(a), a pension or lump sum payment in respect of past services rendered by that director; and

(2) cause the company to enter into a contract with the director for the purpose of providing for or giving effect to such a payment.

(h) The directors may establish or support, or assist in the establishment or support of, funds and trusts to provide pension, retirement, superannuation or similar payments or benefits to or in respect of a director or former director.

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6.4 Share qualification

(a) A director need not hold any shares in the company as a qualification.

(b) A director who is not a member of the company is entitled to attend and speak at general meetings and at meetings of the holders of a class of shares.

6.5 Interested directors

(a) A director may hold any other office or place of profit (other than auditor) in the company or any related body corporate in conjunction with his or her directorship and may be appointed to that office or place on such terms as to remuneration, tenure of office and otherwise as the directors think fit.

(b) A director of the company may be or become a director or other officer of, or otherwise interested in, any related body corporate or any other body corporate promoted by the company or in which the company may be interested as a shareholder or otherwise, and is not accountable to the company for any remuneration or other benefits received by the director as a director or officer of, or from having an interest in, that body corporate.

(c) The directors may exercise the voting rights conferred by shares in any body corporate held or owned by the company in such manner in all respects as the directors think fit (including voting in favour of any resolution appointing a director as a director or other officer of that body corporate or voting for the payment of remuneration to the directors or other officers of that body corporate) and a director may, if permitted by law, vote in favour of the exercise of those voting rights even though he or she is, or may be about to be appointed, a director or other officer of that other body corporate and, as such, interested in the exercise of those voting rights.

(d) A director is not disqualified merely because of being a director from contracting with the company.

(e) No contract made by a director with the company, and no contract or arrangement entered into by or on behalf of the company in which any director may be in any way interested, is avoided or rendered voidable merely because of the director holding office as a director or because of the fiduciary obligations arising out of that office.

(f) No director contracting with or being interested in any arrangement involving the company is liable to account to the company for any profit realised by or under any contract or arrangement merely because of the director holding office as a director or because of the fiduciary obligations arising out of that office.

(g) Subject to the Act, a director who is in any way interested in any contract or arrangement or proposed contract or arrangement may, despite that interest:

(1) be counted in determining whether or not a quorum is present at any meeting of directors considering that contract or arrangement or proposed contract or arrangement;

(2) vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement; and

(3) sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement to which the seal is affixed.

(h) While the company is a wholly owned subsidiary its directors may, subject to the Act, act in the best interests of the company’s holding company or ultimate holding company.

6.6 Powers and duties of directors

(a) The directors are responsible for managing the business of the company and may exercise to the exclusion of the company in general meeting all the powers of the company which are not required, by the Act or by this constitution, to be exercised by the company in general meeting.

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(b) Without limiting the general nature of rule 6.6(a), the directors may exercise all the powers of the company to borrow or raise money in any other way, to charge any of the company’s property or business or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.

(c) The directors may decide how cheques, promissory notes, banker’s drafts, bills of exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or otherwise executed (as applicable) by or on behalf of the company.

(d) The directors may pay out of the company’s funds all expenses of the promotion, formation and registration of the company and the vesting in it of the assets acquired by it.

(e) The directors may:

(1) appoint or employ any person to be an officer, agent or attorney of the company for such purposes with the powers, discretions and duties (including powers, discretions and duties vested in or exercisable by the directors), for such period and on such conditions as they decide;

(2) authorise an officer, agent or attorney to delegate any of the powers, discretions and duties vested in the officer, agent or attorney; and

(3) subject to any contract between the company and the relevant officer, agent or attorney, remove or dismiss any officer, agent or attorney of the company at any time, with or without cause.

(f) A power of attorney may contain such provisions for the protection and convenience of the attorney or persons dealing with the attorney as the directors decide.

6.7 Proceedings of directors

(a) The directors may meet together to attend to business and adjourn and regulate their meetings as they decide.

(b) A meeting of the directors may be held using any technology consented to by all the participating directors (Approved Technology) and the consent may be a standing one. The contemporaneous linking together by Approved Technology of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors and all the provisions in this constitution relating to meetings of the directors apply, so far as they can and with such changes as are necessary, to meetings of the directors by approved technology.

(c) A director participating in a meeting by Approved Technology is to be taken to be present in person at the meeting.

(d) A meeting by approved technology is to be taken to be held at the place determined by the chairperson of the meeting as long as at least one of the directors involved was at that place for the duration of the meeting.

(e) If, before or during the meeting, any technical difficulty occurs as a result of which one or more directors cease to participate, the chairperson may adjourn the meeting until the difficulty is remedied or may, where a quorum of directors remains present, continue with the meeting.

6.8 Convening meetings of directors

(a) A director may, whenever the director thinks fit, convene a meeting of the directors.

(b) A secretary must, on the requisition of a director, convene a meeting of the directors.

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6.9 Notice of meetings of directors

(a) Subject to this constitution, notice of a meeting of directors must be given to each person who is at the time of giving the notice:

(1) a director, other than a director on leave of absence approved by the directors; or

(2) an alternate director appointed under rule 5.14 by a director on leave of absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need to state the nature of the business to be transacted at the meeting;

(3) may be given immediately before the meeting;

(4) may be given in person or by post or by telephone, fax or other electronic means; and

(5) is to be taken to have been given to an alternate director if it is given to the director who appointed that alternate director.

(c) A director or alternate director may waive notice of any meeting of directors by notifying the company to that effect in person or by post, telephone, fax or other electronic means.

(d) The non-receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, a director does not invalidate any thing done or resolution passed at the meeting if:

(1) the non-receipt or failure occurred by accident or error;

(2) before or after the meeting, the director or an alternate director appointed by the director has waived or waives notice of that meeting under rule 5.9(c) or has notified or notifies the company of his or her agreement to that thing or resolution personally or by post, telephone, fax or other electronic means; or

(3) the director or an alternate director appointed by the director attended the meeting.

(e) The non-receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, an alternate director of a director on leave of absence approved by the directors does not invalidate any act, thing done or resolution passed at the meeting if:

(1) the non-receipt or failure occurred by accident or error;

(2) before or after the meeting, the alternate director or the director who appointed the alternate director or another alternate director appointed by that director has waived or waives notice of that meeting under rule 6.9(c) or has notified or notifies the company of his or her agreement to that thing or resolution personally or by post, telephone, fax or other electronic means; or

(3) the alternate director or the director who appointed the alternate director or another alternate director appointed by that director attended the meeting.

(f) A person who attends a meeting of directors waives any objection that person may have to a failure to give notice of the meeting.

If the person is:

(1) a director, the waiver applies to any alternate director appointed by that person; or

(2) an alternate director, the waiver applies to the director who appointed that person as an alternate director and to any other alternate director appointed by that director.

Constitution Tiwest Sales Pty ltd page 22

6    Directors

6.10 Quorum at meetings of directors

(a) No business may be transacted at a meeting of directors unless a quorum of directors is present at the time the business is dealt with.

(b) Unless the company has only one director, a quorum consists of:

(1) if the directors have fixed a number for the quorum, that number of directors; and

(2) in any other case, 2 directors.

present at the meeting of directors.

(c) If there is a vacancy in the office of director the remaining director or directors may act. But, if the number of remaining directors is not sufficient to constitute a quorum, the remaining director or directors may act only in an emergency or to increase the number of directors to a number sufficient to constitute a quorum or to call a general meeting of the company.

6.11 Chairperson of directors

(a) The directors may elect one of the directors to the office of chairperson of directors and may decide the period for which that director is to be chairperson of directors.

(b) The office of chairperson of directors may, if the directors so resolve, be treated as an extra service or special exertion performed by the director holding that office for the purposes of rule 6.3(d).

(c) The chairperson of directors must (if present within 10 minutes after the time appointed for the holding of the meeting and willing to act) preside as chairperson at each meeting of directors.

(d) If at a meeting of directors:

(1) there is no chairperson of directors;

(2) the chairperson of directors is not present within 10 minutes after the time appointed for the meeting; or

(3) the chairperson of directors is present within that time but is not willing to act as chairperson of the meeting,

the directors present must elect one of themselves to be chairperson of the meeting.

6.12 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the directors under this constitution. However if the company has only one director, the director may pass a resolution and make a declaration by recording it and signing the record.

(b) Questions arising at a meeting of directors are to be decided by a minority of votes cast by the directors present and any such decision is for all purposes a decision of the directors.

(c) If votes are equal on a proposed resolution:

(1) the chairperson of the meeting does not have a casting vote in addition to any deliberative vote; and

(2) the proposed resolution is to be taken as having been lost.

Constitution Tiwest Sales Pty ltd page 23

6    Directors

6.13 Written resolutions of directors

(a) if:

(1) all the directors, (other than any director on leave of absence approved by the director, any director who disqualifies himself or herself from considering the thing or resolution in question on the grounds that he or she is not entitled at law to do so or has a conflict of interest or any director who the directors reasonably believe is not entitled at law to do the thing or to vote on the resolution in question) assent to a document containing a statement to the effect that a thing has been done or resolution has been passed; and

(2) the directors who assent to the document would have constituted a quorum at a meeting of directors held to consider that thing or resolution,

then that thing or resolution is to be taken as having been done at or passed by a meeting of the directors.

(b) For the purposes of rule 6.13(a):

(1) the meeting is to be taken as having been held if the directors assented to the document on the same day, on the day on which the document was assented to and at the time at which the document was last assented to by a director or if the directors assented to the document on different days, on the day on which, and at the time at which, the document was last assented to by a director;

(2) 2 or more separate documents in identical terms each of which is assented to by one or more directors are to be taken as constituting one document; and

(3) a director may signify assent to a document by signing the document or by notifying the company of the director’s assent in person or by post, fax, telephone or other electronic means.

(c) Where a director signifies assent to a document otherwise than by signing the document, the director must by way of confirmation sign the document at the next meeting of the directors attended by that director, but failure to do so does not invalidate the thing or resolution to which the document relates.

(d) Where a document is assented to in accordance with rule 6.13(a), the document is to be taken as a minute of a meeting of directors.

6.14 Alternate directors

(a) A director may appoint, with approval of a majority of the other directors:

(1) a person to be the director’s alternate director for such period as the director thinks fit; and

(2) another person to be the director’s alternate director in the absence of any alternate director appointed under rule 6.14(a)(1).

(b) An alternate director may, but need not, be a member or a director of the company.

(c) One person may act as alternate director to more than one director.

(d) An alternate director is entitled, if the appointer does not attend a meeting of directors, to attend and vote in place of and on behalf of the appointer.

(e) An alternate director has a separate vote for each director the alternate director represents in addition to any vote the alternate director may have as a director in his or her own right.

(f) In the absence of the appointer, an alternate director may exercise any powers that the appointer may exercise and the exercise of any such power by the alternate director is to be taken to be the exercise of the power by the appointer.

Constitution Tiwest Sales Pty ltd page 24

6    Directors

(g) The office of an alternate director is vacated if and when the appointer vacates office as a director.

(h) The appointment of an alternate director may be terminated at any time by the appointer even though the period of the appointment of the alternate director has not expired.

(i) An appointment, or the termination of an appointment, of an alternate director must be in writing signed by the director who makes or made the appointment, and does not take effect until the company has received written notice of the appointment or termination.

(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.

(k) In determining whether a quorum is present at a meeting of directors, an alternate director who attends the meeting is to be counted as a director for each director on whose behalf the alternate director is attending the meeting.

(l) An alternate director is entitled to be paid such remuneration as the directors think fit, either in addition to or in reduction of the remuneration payable to the director for whom the alternate director acts as alternate.

(m) An alternate director is not entitled to be remunerated by the company for his or her services as an alternate director except as provided in rule 6.14(l).

(n) An alternate director, while acting as a director, is responsible to the company for his or her own acts and defaults and is not to be taken to be the agent of the director by whom he or she was appointed.

6.15 Committees of directors and delegation to a director

(a) The directors may delegate any of their powers to a committee or committees consisting of the number of directors they think fit.

(b) A committee to which any powers have been so delegated must exercise the powers delegated in accordance with any directions of the directors.

(c) The provisions of this constitution applying to meetings and resolutions of directors apply, so far as they can and with such changes as are necessary, to meetings and resolutions of a committee of directors.

(d) Membership of a committee of directors may, if the directors so resolve, be treated as an extra service or special exertion performed by the members for the purposes of rule 6.3(d).

(e) The directors may delegate any of their powers to a director.

(f) A director to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the directors.

(g) The acceptance of a delegation of powers by a director may, if the directors so resolve, be treated as an extra service or special exertion performed by the delegate for the purposes of rule 6.3(d).

6.16 Validity of acts

An act done by a person acting as a director or by a meeting of directors or a committee of directors attended by a person acting as a director is not invalidated merely because of:

(a) a defect in the appointment of the person as a director;

(b) the person being disqualified from being a director or having vacated office; or

(c) the person not being entitled to vote,

if that circumstance was not known by the person of the directors or committee (as applicable) when the act was done.

Constitution Tiwest Sales Pty ltd page 25

7    Executive officers

7 Executive officers

7.1 Managing directors

(a) The directors may appoint one or more of the directors to the office of managing director.

(b) A managing director’s appointment as managing director automatically terminates if the managing director ceases to be a director.

7.2 Secretaries

(a) The directors must appoint at least one secretary and may appoint additional secretaries.

(b) The directors may appoint one or more assistant secretaries.

7.3 Provisions applicable to all executive officers

(a) A reference in this rule 7.3 to an executive officer is a reference to a managing director, secretary or assistant secretary appointed under this rule 7.

(b) The appointment of an executive officer may be for the period, at the remuneration and on the conditions the directors think fit.

(c) Subject to any contract between the company and the relevant executive officer, an executive officer of the company may be removed or dismissed by the directors at any time, with or without cause, and if he or she is also a director, the executive officer ceases to be a director on termination of his or her employment.

(d) The directors may:

(1) confer on an executive officer such powers, discretions and duties (including any powers, discretions and duties vested in or exercisable by the directors) as they think fit;

(2) withdraw, suspend or vary any of the powers, discretions and duties so conferred; and

(3) authorise the executive officer to delegate all or any of the powers, discretions and duties conferred on the executive officer.

(e) An executive officer need not hold any shares to qualify for appointment.

(f) An act done by a person acting as an executive officer is not invalidated merely because of:

(1) a defect in the person’s appointment as an executive officer; or

(2) the person being disqualified from being an executive officer,

if that circumstance was not known by the person when the act was done.

Constitution Tiwest Sales Pty ltd page 26

8    Seals

8 Seals

8.1 Common seal

Without limiting the ways in which the company can execute documents in accordance with the Act, if the directors so decide, the company may have a common seal.

8.2 Use of seal

The directors may decide on procedures for the use of the seal.

9 Distribution of profits

9.1 Dividends

(a) The directors may pay any interim and final dividends that, in their judgment, the financial position of the company justifies.

(b) The directors may pay any dividend required to be paid under the terms of issue of a share.

(c) Paying a dividend does not require confirmation at a general meeting.

(d) Subject to any rights or restrictions attached to any shares or class of shares:

(1) all dividends in respect of shares must be paid in proportion to the number of shares held by the members;

(2) where shares are partly paid, all dividends must be apportioned and paid proportionately to the amounts so paid or credited during any portion or portions of the period in respect of which the dividend is paid;

(3) for the purposes of rules 9.1(d)(1) and 9.1(d)(2), an amount paid or credited as paid on a share in advance of a call is to be taken as not having been credited as paid on the share; and

(4) interest is not payable by the company on any dividend.

(e) The directors may fix a record date in respect of a dividend, with or without suspending the registration of transfers from that date under rule 4.3.

(f) A dividend in respect of a share must be paid to the person who is registered, or entitled under rule 4.1(c) to be registered, as the holder of the share:

(1) where the directors have fixed a record date in respect of the dividend, on that date; or

(2) where the directors have not fixed a record date in respect of that dividend, on the date fixed for payment of the dividend,

and a transfer of a share that is not registered, or left with the company for registration in accordance with rule 4.1(b), on or before that date is not effective, as against the company, to pass any right to the dividend.

(g) When resolving to pay a dividend the directors may:

(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to specific members; and

(2) direct that the dividend be paid to particular members wholly or partly out of any particular fund or reserve or out of profits derived from any particular source and to the remaining members wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.

Constitution Tiwest Sales Pty ltd page 27

9    Distribution of profits

(h) The directors may deduct from any dividend payable to a member all amounts presently payable by the member to the company and apply the amount so deducted in or towards satisfaction of the amount owing.

(i) Where a person is entitled to a share as a result of a Transmission Event, the directors may, but need not retain any dividends payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

(j) Without prejudice to any other method of payment the directors may adopt, any dividend, interest or other amount payable in cash in respect of shares may be paid by cheque and sent by post:

(1) to the address of the holder as shown in the register of members, or in the case of joint holders, to the address shown in the register of members as the address of the joint holder first named in that register; or

(2) to another address that the holder or joint holders direct in writing.

(k) A cheque sent under rule 9.1(j) may be made payable to bearer or to the order of the member to whom it is sent or another person that the member directs and is sent at the member’s risk.

9.2 Capitalisation of profits

(a) Subject to any rights or restrictions attached to any shares or class of shares, the directors may capitalise and distribute among those members who would be entitled to receive dividends, and in the same proportions, any amount:

(1) forming part of the company’s undivided profits;

(2) representing profits arising from an ascertained accretion to capital or a revaluation of the company’s assets;

(3) arising from the realisation of any company’s assets; or

(4) otherwise available for distribution as a dividend.

(b) The directors may resolve that any part of the capitalised amount is to be applied:

(1) in paying up in full shares or other securities of the company to be issued to members;

(2) in paying up any amounts unpaid on shares or other securities held by the members; or

(3) partly as specified in rule 9.2(b)(1) and partly as specified in rule 9.2(b)(2).

(4) and such an application must be accepted by the members entitled to share in the distribution in full satisfaction of their interests in the capitalised amount.

(c) Rules 9.1(e) and 9.1(f) apply, so far as they can and with any necessary changes, to capitalising an amount under this rule 9.2 as if references in those rules to a dividend and to the date a dividend is paid were references respectively to a capitalisation of an amount and to the date the directors resolve to capitalise the amount under this rule 9.2.

9.3 Ancillary powers

(a) To give effect to any resolution to satisfy a dividend as set out in rule 9.1(g)(1) or to capitalise any amount under rule 9.2, the directors may:

(1) settle as they think expedient any difficulty that may arise in making the distribution or capitalisation and, in particular, where shares or other securities in the company are or would otherwise be issuable in fractions, make cash

Constitution Tiwest Sales Pty ltd page 28

10    Winding up

payments, decide that fractions of shares are to be disregarded or rounded down to the nearest whole number or decide that fractions of shares are to be rounded up to the nearest whole share;

(2) fix the value for distribution of any specific assets;

(3) pay cash or issue shares or other securities to any members in order to adjust the rights of all parties;

(4) vest any of those specific assets, cash, shares or other securities in a trustee on trust for the persons entitled to the dividend or capitalised amount; and

(5) authorise any person to make, on behalf of all the members entitled to any further shares or other securities as a result of the distribution or capitalisation, an agreement with the company or another body corporate providing, as appropriate, for the issue to them of those further shares or other securities credited as fully paid up or for the payment by the company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares or other securities by applying their respective proportions of the amount resolved to be capitalised.

(b) Any agreement made under an authority referred to in this rule 9.3(a)(5) is effective and binding on all members concerned.

(c) If the company distributes to members (either generally or to specific members) securities in the company or in another body corporate or trust (whether as a dividend or otherwise and whether or not for value), each of those members appoints the company as his or her agent to do anything needed to give effect to that distribution, including agreeing to become a member of that other body corporate.

9.4 Reserves

(a) The directors may set aside out of the company’s profits any reserves or provisions they decide.

(b) The directors may appropriate to the profits of the company any amount previously set aside as a reserve or provision.

(c) Setting aside an amount as a reserve or provision does not require the directors to keep the amount separate from the company’s other assets or prevent the amount being used in the company’s business or being invested as the directors decide.

9.5 Carry forward of profits

The directors may carry forward any part of the profits remaining that they consider should not be distributed as dividends or capitalised, without transferring those profits to a reserve or provision.

10 Winding up

10.1 Distribution of surplus

Subject to this constitution and the rights or restrictions attached to any shares or class of shares:

(a) if the company is wound up and the property of the company available for distribution among the members is more than sufficient to pay:

(1) all the debts and liabilities of the company; and

(2) the costs, charges and expenses of the winding up.

Constitution Tiwest Sales Pty ltd page 29

11    Indemnity and insurance

the excess must be divided among the members in proportion to the number of shares held by them, irrespective of the amounts paid or credited as paid on the shares;

(b) for the purpose of calculating the excess referred to in rule 10.1(a), any amount unpaid on a share is to be treated as property of the company;

(c) the amount of the excess that would otherwise be distributed to the holder of a partly paid share under rule 10.1(a) must be reduced by the amount unpaid on that share at the date of the distribution; and

(d) if the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

(1) divide among the members the whole or any part of the company’s property; and

(2) decide how the division is to be carried out as between the members or different classes of members.

(b) A division under rule 10.2(a) need not accord with the legal rights of the members and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part.

(c) Where a division under rule 10.2(a) does not accord with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Act.

(d) If any of the property to be divided under rule 10.2(a) includes securities with a liability to calls, any person entitled under the division to any of the securities may, within 10 days after the passing of the special resolution referred to in that rule, by written notice direct the liquidator to sell the person’s proportion of the securities and to account for the net proceeds. The liquidator must, if practicable, act accordingly.

(e) Nothing in this rule 10.2 takes away from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.

(f) Rule 9.3 applies, so far as it can and with any necessary changes, to a division by a liquidator under rule 10.2(a) as if references in rule 9.3 to the directors and to a distribution or capitalisation were respectively references to the liquidator and to the division under rule 10.2(a).

11 Indemnity and insurance

11.1 Persons to whom rules 11.2 and 11.4 apply

Rules 11.2 and 11.4 apply to:

(a) each person who is or has been a director, alternate director or executive officer (within the meaning of rule 7.3(a)) of the company; and

(b) any other officers or former officers of the company or of its related bodies corporate as the directors in each case decide.

Constitution Tiwest Sales Pty ltd page 30

12    Access to documents

11.2 Indemnity

The company must indemnify, on a full indemnity basis and to the full extent permitted by law, each person to whom this rule 11.2 applies against all losses or liabilities (including costs and expenses) incurred by the person as an officer of the company or of a related body corporate.

11.3 Extent of indemnity

The indemnity in rule 11.2:

(a) is a continuing obligation and is enforceable by a person to whom rule 11.2 applies even though that person has ceased to be an officer of the company or of a related body corporate; and

(b) operates only to the extent that the loss or liability in question is not covered by insurance.

11.4 Insurance

The company may, to the extent permitted by law:

(a) purchase and maintain insurance; or

(b) pay or agree to pay a premium for insurance,

for any person to whom this rule 11.4 applies against any liability incurred by the person as an officer of the company or of a related body corporate where the directors consider it appropriate to do so.

11.5 Savings

Nothing in rule 11.2 or 11.4:

(a) affects any other right or remedy that a person to whom those rules apply may have in respect of any loss or liability referred to in those rules; or

(b) limits the capacity of the company to indemnify or provide or pay for insurance for any person to whom those rules do not apply.

11.6 Deed

Without limiting a person’s right under this rule 11, the company may enter into a deed agreeing with the person to give effect to the rights of the person conferred by this rule 11 or the exercise of a discretion under this rule 11, on such terms and conditions as the directors think fit, as long as they are not inconsistent with this rule 11.

12 Access to documents

(a) A person who is not a director does not have the right to inspect any of the board papers, books, records or documents of the company, except as provided by law or this constitution, or as authorised by the directors or by a resolution of the members.

(b) The company may enter into contracts with its directors agreeing to provide continuing access for a specified period after they cease to be a director to board papers, books, records and documents of the company which relate to the period during which the director was a director on such terms and conditions as the directors think fit and which are not inconsistent with this rule 12.

(c) The company may procure that its subsidiaries provide similar access to board papers, books, records or documents as that set out in rules 12(a) and 12(b).

Constitution Tiwest Sales Pty ltd page 31

13    Notices

13 Notices

13.1 Notices by the company to members

(a) The company may give notices, including a notice of general meeting to a member:

(1) personally;

(2) by sending it by post to the address for the member in the register of members or the alternative address (if any) nominated by the member; or

(3) by sending it to the fax number or electronic address (if any) nominated by the member.

(b) A notice may be given by the company to the joint holders of a share by giving the notice in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members in respect of the share.

(c) A notice given to a member in accordance with rule 13.1(a) or 13.1(b) is, despite the occurrence of a Transmission Event and whether or not the company has notice of that occurrence:

(1) duly given in respect of any shares registered in that person’s name, whether solely or jointly with another person; and

(2) sufficient service on any person entitled to the shares as a result of the Transmission Event.

(d) A notice given to a person who is entitled to a share as a result of a Transmission Event is sufficient service on the member in whose name the share is registered.

(e) Any person who, because of a transfer of shares, becomes entitled to any shares registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members in respect of those shares, is given to the member in accordance with this rule 13.1.

(f) A certificate signed by a director or secretary of the company to the effect that a notice has been given in accordance with this constitution is conclusive evidence of that fact.

13.2 Notices by the company to directors

Subject to this constitution, a notice may be given by the company to any director or alternate director either by serving it personally at, or by sending it by post in a prepaid envelope to, the director’s usual residential or business address, or by electronic means or fax to such electronic address of fax number, as the director has supplied to the company for giving notices.

13.3 Notices by members or directors to the company

Subject to this constitution, a notice may be given by a member, director or alternate director to the company by serving it on the company at, or by sending it by post in a prepaid envelope to, the registered office of the company or by fax or electronic means to the principal fax number or the principal electronic address of the company at its registered office.

Constitution Tiwest Sales Pty ltd page 32

14    General

13.4 Time of service

(a) Where a notice is sent by post, service of the notice is to be taken to be effected if a prepaid envelope containing the notice is properly addressed and placed in the post and to have been effected:

(1) in the case of a notice of a general meeting, on the day after the date of its posting; or

(2) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

(b) Where a notice is sent by fax, service of the notice is to be taken to be effected if the correct fax number appears on the fax report generated by the sender’s fax machine and to have been effected at the time the fax is sent.

(c) Where a notice is sent by electronic means, service of the notice is to be taken to be effected:

(1) in the case of an electronic messaging system that contains a delivery verification function, on the generation by the electronic messaging system of a delivery verification notice or log entry, or other confirmation; or

(2) in the case of electronic mail or other electronic messaging system (other than those referred to in rule 13.4(c)(1)), on the delivery to where the addressee is a natural person, the addressee’s electronic mail or electronic messaging system account or where the addressee is a corporation, the corporation’s computer systems.

(d) If service under rule 13.4(c) is on a day which is not a business day or is after 4:00pm (addressee’s time), the notice is regarded as having been received at 9:00am on the next following business day.

(e) For the purposes of rule 13.4(d), business day means a day that is not a Saturday, Sunday or a public holiday or bank holiday in the place concerned.

13.5 Other communications and documents

Rules 13.1 to 13.4 (inclusive) apply, so far as they can and with any necessary changes, to the service of any communication or document.

13.6 Notices in writing

A reference in this constitution to a written notice includes a notice given by fax or electronic transmission or any other form of written communication.

14 General

14.1 Submission to jurisdiction

Each member submits to the non-exclusive jurisdiction of the Supreme Court of the State or Territory in which the company is taken to be registered, the Federal Court of Australia and the courts which may hear appeals from those courts.

14.2 Prohibition and enforceability

(a) Any provision of, or the application of any provision of, this constitution which is prohibited in any place is, in that place, ineffective only to the extent of that prohibition.

(b) Any provision of, or the application of any provision of, this constitution which is void, illegal or unenforceable in any place does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.

Constitution Tiwest Sales Pty ltd page 33

15    Transitional provisions

15 Transitional provisions

This constitution must be interpreted in such a way that:

(a) every director, managing director and secretary in office in that capacity immediately before this constitution is adopted continues in office subject to, and is taken to have been appointed or elected under, this constitution;

(b) any register maintained by the company immediately before this constitution is adopted is taken to be a register maintained under this constitution;

(c) any seal adopted by the company immediately before this constitution is adopted is taken to be a seal which the company has under a relevant authority given by this constitution;

(d) unless a contrary intention appears in this constitution, all persons, things, agreements and circumstances appointed, approved or created by or under the constitution of the company in force before this constitution is adopted, continue to have the same status, operation and effect after this constitution is adopted; and

(e) except where expressly stated to the contrary, the adoption of this constitution does not alter the rights attaching to any class of shares which exist at the date this constitution is adopted.

Constitution Tiwest Sales Pty ltd page 34

EXTRACT OF RESOLUTION UNDER SECTION 249B OF THE CORPORATIONS ACT OF

TIWEST SALES PTY LTD ACN 009 344 094

All the shareholders of Tiwest Sales Pty Ltd (the “Company”), UNANIMOUSLY RESOLVE that the constitution of the Company be amended as set out below:

Clause 3.6(a)(2) is deleted.

Clause 4.2 is amended by replacing the words “Subject to” in the first sentence with the words “Subject to clause 4.5 or”.

Clause 4.3 is amended by replacing the words “The directors” in the first sentence with the words “Subject to clause 4.5, the directors”.

A new clause 4.5 shall be added immediately after the end of clause 4.4 as follows:

“4.5 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a Security Interest) the directors shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is;

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent trustee or nominee of that person (each a Mortgagee); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those Securities as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.”

EX-3.33

Exhibit 3.33

Constitution of Tronox Management Pty Ltd

(ACN 009 343 364)

2012

CONTENTS

CLAUSE		PAGE
1.	PRELIMINARY		1
1.1	Proprietary company		1
1.2	Replaceable rules		1
1.3	Definitions		1
1.4	Interpretation of this document		2
1.5	Single Director Company		3
2.	DIRECTORS		3
2.1	Number of Directors		3
2.2	Appointment of Directors		3
2.3	No share qualification		4
2.4	Cessation of Director’s appointment		4
2.5	Removal from office		4
2.6	Too few Directors		4
2.7	Vacation of office by Sole Director		4
3.	ALTERNATES		5
3.1	Appointment of Alternate		5
3.2	Notice of Board meetings		5
3.3	Obligations and entitlements of Alternates		5
3.4	Termination of appointment		5
3.5	Appointments and revocations in writing		5
4.	POWERS OF THE BOARD		6
4.1	Powers generally		6
4.2	Exercise of powers		6
5.	EXECUTING NEGOTIABLE INSTRUMENTS		6
6.	MANAGING DIRECTOR		6
6.1	Appointment and power of Managing Director		6
6.2	Termination of appointment of Managing Director		6
7.	DELEGATION OF BOARD POWERS		6
7.1	Power to delegate		6
7.2	Power to revoke delegation		7
7.3	Terms of delegation		7
7.4	Proceedings of committees		7
8.	DIRECTORS’ DUTIES AND INTERESTS		7
8.1	Compliance with duties under the Act and general law		7
8.2	Director can hold other offices etc		7
8.3	Disclosure of interests		7
8.4	Director interested in a matter		7
8.5	Agreements with third parties		8
8.6	Directors acting in the best interests of the holding company		8
9.	DIRECTORS’ REMUNERATION		8
9.1	Remuneration of Executive Directors		8
9.2	Remuneration of non-executive Directors		8
9.3	Additional Remuneration for extra services		9
9.4	Expenses of Directors		9
9.5	Subsidiaries of Listed Corporations		9
10.	OFFICERS’ INDEMNITY AND INSURANCE		9
10.1	Indemnity		9
10.2	Insurance		9
10.3	Former officers		9
10.4	Deeds		10
11.	BOARD MEETINGS		10
11.1	Convening Board meetings		10
11.2	Notice of Board meeting		10
11.3	Use of technology		10

11.4	Chairing Board meetings	10
11.5	Quorum	10
11.6	Majority decisions	10
11.7	Procedural rules	11
11.8	Written resolution	11
11.9	Additional provisions concerning written resolutions	11
11.10	Valid proceedings	11
11.11	Single Director Company	11
12.	MEETINGS OF MEMBERS	11
12.1	Calling meetings of members	11
12.2	Notice of meeting	12
12.3	Short notice	12
12.4	Postponement or cancellation	12
12.5	Fresh notice	12
12.6	Notice to joint holders of shares	12
12.7	Technology	12
12.8	Accidental omission	12
12.9	Class meetings	12
13.	PROCEEDINGS AT MEETINGS OF MEMBERS	13
13.1	Member present at meeting	13
13.2	Quorum	13
13.3	Quorum not present	13
13.4	Chairing meetings of members	13
13.5	Attendance by auditor and Directors	13
13.6	Members rights suspended while call unpaid	13
13.7	Adjournment	14
13.8	Business at adjourned meetings	14
14.	PROXIES, ATTORNEYS AND REPRESENTATIVES	14
14.1	Appointment of proxies	14
14.2	Member’s attorney	14
14.3	Deposit of proxy appointment forms and powers of attorney	14
14.4	Corporate representatives	14
14.5	Appointment for particular meeting, standing appointment and revocation	14
14.6	Position of proxy or attorney if member present	15
14.7	Priority of conflicting appointments of attorney or representative	15
14.8	More than two current proxy appointments	15
14.9	Continuing authority	15
15.	ENTITLEMENT TO VOTE	15
15.1	Number of votes	15
15.2	Votes of joint holders	16
15.3	Voting restrictions	16
15.4	Decision on right to vote	16
16.	HOW VOTING IS CARRIED OUT	16
16.1	Method of voting	16
16.2	Demand for a poll	16
16.3	When and how polls must be taken	17
17.	RESOLUTIONS WITHOUT MEETINGS	17
17.1	Written resolutions	17
17.2	Signature of resolutions	17
18.	SECRETARY	17
18.1	Appointment of Secretary	17
18.2	Terms and conditions of office	18
18.3	Cessation of Secretary’s appointment	18
18.4	Removal from office	18
19.	MINUTES	18
19.1	Minutes must be kept	18
19.2	Minutes as evidence	18
19.3	Inspection of minute books	18

20.	COMPANY SEALS	19
20.1	Common seal	19
20.2	Use of seals	19
20.3	Fixing seals to documents	19
21.	FINANCIAL REPORTS AND AUDIT	19
21.1	Company to keep financial records	19
21.2	Financial reporting	19
21.3	Audit	19
21.4	Inspection of financial records and books	20
22.	SHARES	20
22.1	Issue at discretion of Board	20
22.2	Preference and redeemable preference shares	20
22.3	Brokerage and commissions	20
22.4	Surrender of shares	20
23.	CERTIFICATES	20
23.1	Issue of share certificate	20
23.2	Multiple certificates and joint holders	20
23.3	Lost and worn out certificates	21
24.	REGISTER	21
24.1	Joint holders	21
24.2	Nominee holders	21
24.3	Non-beneficial holders	21
25.	PARTLY PAID SHARES	21
25.1	Fixed instalments	21
25.2	Prepayment of calls	21
25.3	Calls made by Board	22
25.4	Classes of shares	22
25.5	Obligation to pay calls	22
25.6	Called Amounts	22
25.7	Proof of call	22
25.8	Forfeiture notice	23
25.9	Forfeiture	23
25.10	Disposal and re-issue of forfeited shares	23
25.11	Notice of forfeiture	23
25.12	Cancellation of forfeiture	24
25.13	Effect of forfeiture	24
25.14	Application of proceeds	24
26.	COMPANY LIENS	24
26.1	Existence of liens	24
26.2	Sale under lien	24
27.	DIVIDENDS	25
27.1	Accumulation of reserves	25
27.2	Payment of dividends	25
27.3	Amount of dividend	25
27.4	Prepayments and payments during dividend period	25
27.5	Dividends in kind	25
27.6	Payment of dividend by way of securities in another corporation	26
27.7	Method of payment	26
27.8	Joint holders’ receipt	26
27.9	Retention of dividends by Company	26
27.10	No interest on dividends	26
28.	TRANSFER OF SHARES	26
28.1	Instrument of transfer	26
28.2	Delivery of transfer and certificate	27
28.3	Refusal to register transfer	27
28.4	Transferor remains holder until transfer registered	27
28.5	Powers of attorney	27
28.6	Transfer on enforcement of security	27

29.	TRANSMISSION OF SHARES	28
29.1	Death of joint holder	28
29.2	Death of single holder	28
29.3	Transmission of shares on insolvency or mental incapacity	28
29.4	Refusal to register holder	28
30.	SHARE CAPITAL	28
30.1	Capitalisation of profits	28
30.2	Adjustment of capitalised amounts	29
30.3	Conversion of shares	29
30.4	Reduction of capital	29
30.5	Payments in kind	29
30.6	Payment in kind by way of securities in another corporation	29
30.7	Variation of rights	30
31.	WINDING UP	30
31.1	Entitlement of members	30
31.2	Distribution of assets generally	30
31.3	No distribution of liabilities	30
31.4	Distribution not in accordance with legal rights	30
32.	NOTICES	31
32.1	Notices by Company	31
32.2	Overseas members	31
32.3	When notice is given	31
32.4	Business days	31
32.5	Notice to joint holders	31
32.6	Counting days	32
33.	UNCLAIMED MONEY	32
SCHEDULE 1		33
Terms of issue of preference shares		33

CONSTITUTION OF TRONOX MANAGEMENT PTY LTD

Tronox Management Pty Ltd

ACN 009 343 364

1. PRELIMINARY

1.1 Proprietary company

The Company is a proprietary company and must comply with section 113.

1.2 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.3 Definitions

The following definitions apply in this document.

“Act” means the Corporations Act 2001 (Cth).

“Alternate” means an alternate Director appointed under rule 3.1.

“Appointor” in relation to an Alternate, means the Director who appointed the Alternate.

“Approved Fees” for a Director (other than an Executive Director) means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:

(a) a payment as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);

(b) an insurance premium paid by the Company or indemnity under rule 10; or

(c) any issue or acquisition of securities.

“Board” means:

(a) if the Company is a Single Director Company, the sole Director exercising powers under the Act and this document; or

(b) in any other case, the Directors acting collectively under this document.

“Called Amount” in respect of a share means:

(a) the amount of a call on that share that is due and unpaid; and

(b) any amount the Board requires a member to pay under rule 25.6.

“Company” means the company named at the beginning of this document whatever its name is for the time being.

“Director” means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

“Executive Director” means a Director who is an employee of the Company or acts in an executive capacity for the Company under a contract for services and includes a Managing Director.

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“Interest Rate” means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or

(b) if no rate is prescribed, 15% each year.

“Listed Corporation” means a corporation that is admitted to the official list of ASX Limited.

“Listing Rules” means the official listing rules of ASX Limited.

“Managing Director” means a managing director appointed under rule 6.1.

“member” means a person whose name is entered in the Register as the holder of a share.

“ordinary resolution” means a resolution passed at a meeting of members by a majority of the votes cast by members entitled to vote on the resolution.

“Register” means the register of members kept as required by sections 168 and 169 of the Act.

“Secretary” means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

“Single Director Company” has the meaning given in rule 1.5.

“special resolution” has the meaning given by section 9 of the Act.

“Voting Member” in relation to a general meeting, or meeting of a class of members, means a member who has the right to be present and to vote on at least one item of business to be considered at that meeting.

1.4 Interpretation of this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

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(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word “agreement” includes an undertaking or other binding arrangement or understanding whether or not in writing.

(g) A reference to something being “written” or “in writing” includes that thing being represented or reproduced in any mode in a visible form.

(h) A word (other than a word defined in rule 1.3) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(i) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

1.5 Single Director Company

The Company is a Single Director Company if:

(a) at the time of its registration as an Australian company, only one person had consented to be a Director; or

(b) the Company has passed an ordinary resolution that it be a Single Director Company,

and the Company has not, since registration or the passing of that resolution (as the case requires), passed a resolution that it cease to be a Single Director Company and, at the relevant time, there is only one Director.

2. DIRECTORS

2.1 Number of Directors

The Company must have at least:

(a) if the Company is a Single Director Company, one; or

(b) otherwise, two,

Directors (not counting Alternates) and, until otherwise decided by ordinary resolution, not more than six Directors (not counting Alternates).

2.2 Appointment of Directors

Subject to the maximum number of Directors for the time being fixed under rule 2.1 not being exceeded:

(a) the Company by ordinary resolution; or

(b) members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company; or

(c) the Board (except during a general meeting),

3

may appoint a person to be a Director either to fill a casual vacancy or as an addition to the Board.

2.3 No share qualification

A Director need not be a member.

2.4 Cessation of Director’s appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) fails to attend (either personally or by an Alternate) six consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company; or

(f) is removed from office under rule 2.5; or

or if the person was appointed to the office for a specified period and that period expires.

2.5 Removal from office

Whether or not a Director’s appointment was expressed to be for a specified period,

(a) the Company by ordinary resolution; or

(b) members holding a majority of the issued shares of the Company conferring the right to vote, by writing delivered to the Company,

may remove a Director from office.

2.6 Too few Directors

If the number of Directors is reduced below the minimum required by rule 2.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of members; and

(c) in emergencies.

2.7 Vacation of office by Sole Director

Sections 201F (2) to (5) apply if a person who is the only Director and only member dies or ceases to be a Director as a result of mental incapacity or bankruptcy.

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3. ALTERNATES

3.1 Appointment of Alternate

A Director (other than an Alternate) may appoint a person who is (except in the case of a Single Director Company) approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

3.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

3.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;

(b) if also a Director, has a separate right to vote as Alternate;

(c) if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;

(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and

(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

3.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a Director under rule 2.4 if the Alternate were a Director.

3.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

5

4. POWERS OF THE BOARD

4.1 Powers generally

Except as otherwise required by the Act, any other applicable law, or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.

4.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 11; or

(b) in accordance with a delegation of the power under rule 6 or 7.

5. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

6. MANAGING DIRECTOR

6.1 Appointment and power of Managing Director

The Board may appoint one or more persons to be a Managing Director either for a specified term or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and

(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 7.

6.2 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or

(b) the Board removes the Managing Director from the office of Managing Director (which, without affecting the rights of the Managing Director under any contract between the Company and the Managing Director, the Board has power to do),

whether or not the appointment was expressed to be for a specified term.

7. DELEGATION OF BOARD POWERS

7.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

6

7.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

7.3 Terms of delegation

A delegation of powers under rule 7.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

7.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

8. DIRECTORS’ DUTIES AND INTERESTS

8.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

8.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company’s auditor or any director or employee of the auditor;

(b) be a member of any corporation (including the Company) or partnership other than the Company’s auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.

8.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest and with section 191 in respect of disclosure of material personal interests.

8.4 Director interested in a matter

If a Director has an interest in a matter that relates to the affairs of the Company and either the Director discloses the interest under section 191 or it is not required to be disclosed under section 191:

(a) the Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter that relates to the interest;

(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;

7

(c) the Director may retain benefits under the transaction even though the Director has the interest; and

(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

8.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of an interest; or

(b) is present at, or counted in the quorum for, a Board meeting that considers, votes on, or participates in the execution of, that agreement.

8.6 Directors acting in the best interests of the holding company

If the Company is a wholly-owned subsidiary of a body corporate, a Director is authorised to act in the best interests of that body corporate if:

(a) the Director acts in good faith in the best interests of the body corporate; and

(b) the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

9. DIRECTORS’ REMUNERATION

9.1 Remuneration of Executive Directors

Subject to any contract with the Company (and if the Company is a subsidiary of a Listed Corporation, to the Listing Rules), the Board may fix the remuneration of each Executive Director. Subject to rule 9.5, that remuneration may consist of salary, bonuses, commission on profits or dividends, participation in profits or any other elements.

9.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Approved Fees which:

(a) does not in any year exceed in aggregate the amount last fixed by ordinary resolution;

(b) is allocated among them:

(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or

(ii) as otherwise decided by the Board; and

(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in the Approved Fees of a Director, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

8

9.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director’s usual residential address), the Company may remunerate that Director for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 9.1 or 9.2.

9.4 Expenses of Directors

The Company may pay a Director (in addition to any remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;

(b) on the business of the Company; or

(c) in carrying out duties as a Director.

9.5 Subsidiaries of Listed Corporations

If the Company is a subsidiary of a Listed Corporation, it must not pay Directors remuneration that is calculated as a commission on, or percentage of, operating revenue.

10. OFFICERS’ INDEMNITY AND INSURANCE

10.1 Indemnity

Subject to and so far as permitted by the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

In this rule, “Liability” means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

10.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

10.3 Former officers

The indemnity in favour of officers under rule 10.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

9

10.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person’s rights under this rule 10, enter into an agreement with a person who is or has been an officer of the Company or any of the Company’s subsidiaries, to give effect to the rights of the person under this rule 10 on any terms and conditions that the Board thinks fit.

11. BOARD MEETINGS

11.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

11.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director and each Alternate in respect of whom the Appointor has given notice under rule 3.2 requiring notice of Board meetings to be given to that Alternate; and

(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

11.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chairman of the meeting is located.

11.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office. If there is no chairman of Directors or the chairman is not present at the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

11.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is two Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than one Appointor may only be counted once toward a quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

11.6 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman of a Board meeting does not have a second or casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.

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11.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

11.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

11.9 Additional provisions concerning written resolutions

For the purpose of rule 11.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document;

(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;

(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and

(d) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

11.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

11.11 Single Director Company

If the Company is a Single Director Company:

(a) a written record of a decision to a particular effect made by the sole Director counts as the passing by the Director of a resolution to that effect and has effect as minutes of that resolution and rules 11.1 to 11.10 do not apply; and

(b) the sole Director is competent to exercise all the powers and discretions for the time being vested in or exercisable by the Board.

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12. MEETINGS OF MEMBERS

12.1 Calling meetings of members

A meeting of members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or by order made under section 249G.

12.2 Notice of meeting

Subject to rules 12.3 and 12.6, at least 21 days’ written notice of a meeting of members must be given individually to each member entitled to vote at the meeting, to each Director (other than an Alternate) and to the auditor (if any). Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

12.3 Short notice

Subject to section 249H(4):

(a) if the Company has elected to convene a meeting of members as the annual general meeting, if all the members entitled to attend and vote agree; or

(b) otherwise, if members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days’ notice has been given.

12.4 Postponement or cancellation

Subject to section 249D(5), the Board may postpone or cancel a meeting of members by written notice given individually to each person entitled to be given notice of the meeting.

12.5 Fresh notice

If a meeting of members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

12.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

12.7 Technology

The Company may hold a meeting of members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

12.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of members.

12.9 Class meetings

Rules 12 to 16 apply to a separate meeting of a class of members as far as they are capable of application and modified as necessary.

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13. PROCEEDINGS AT MEETINGS OF MEMBERS

13.1 Member present at meeting

If a member has appointed a proxy or attorney or (in the case of a member which is a body corporate) a representative to act at a meeting of members, that member is taken to be present at a meeting at which the proxy, attorney or representative is present.

13.2 Quorum

Subject to section 249B, the quorum for a meeting of members is two Voting Members. Each individual present may only be counted once toward a quorum. If a member has appointed more than one proxy or representative only one of them may be counted toward a quorum.

13.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of members is called:

(a) if called as a result of a request of members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

13.4 Chairing meetings of members

If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of members. If:

(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or

(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of members is called or is not willing to chair the meeting,

the Voting Members present must elect a member or Director present to chair the meeting.

13.5 Attendance by auditor and Directors

Every Director and the auditor (if any) has the right to attend and speak at all meetings of members whether or not a member.

13.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the member to be present, speak, or vote at, or be counted in the quorum for, a meeting of members.

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13.7 Adjournment

Subject to rule 12.5, the chairman of a meeting of members at which a quorum is present:

(a) may, with the consent of the meeting; and

(b) must, if directed by ordinary resolution of the meeting,

adjourn it to another time and place.

13.8 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

14. PROXIES, ATTORNEYS AND REPRESENTATIVES

14.1 Appointment of proxies

A member may appoint not more than two proxies in accordance with section 249X to attend and act for the member at a meeting of members. An appointment of proxy must be made by written notice to the Company that complies with section 250A(1) or in any other form and mode that is, and is signed or otherwise authenticated by the member in a manner, satisfactory to the Board. If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of those votes.

14.2 Member’s attorney

A member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

14.3 Deposit of proxy appointment forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

14.4 Corporate representatives

A member that is a body corporate may appoint an individual to act as its representative at meetings of members as permitted by section 250D.

14.5 Appointment for particular meeting, standing appointment and revocation

A member may appoint a proxy, attorney or representative to act at a particular meeting of members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a member.

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14.6 Position of proxy or attorney if member present

The appointment of a proxy or attorney is not revoked by the member attending and taking part in the general meeting, but if the member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the member’s proxy or attorney on the resolution.

14.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a member is present at a meeting of members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 14.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

14.8 More than two current proxy appointments

An appointment of proxy by a member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that member which would result in there being more than two proxies of that member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

14.9 Continuing authority

An act done at a meeting of members by a proxy, attorney or representative is valid even if, before the act is done, the appointing member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up;

(c) revokes the appointment or revokes the authority under which the appointment was made by a third party; or

(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

15. ENTITLEMENT TO VOTE

15.1 Number of votes

Subject to sections 250BB(1) and 250BC, rules 13.6, 14, 15.2 and 15.3 and the terms on which shares are issued:

(a) on a show of hands:

(i) if a member has appointed two proxies, neither of those proxies may vote;

(ii) a member who is present and entitled to vote and is also a proxy, attorney or representative of another member has one vote; and

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(iii) subject to paragraphs (a)(i) and (a)(ii), every individual present who is a member, or a proxy, attorney or representative of a member, entitled to vote has one vote; and

(b) on a poll, a member has one vote for every share held.

The chairman of a meeting of members does not have a second or casting vote. If an equal number of votes is cast for and against a resolution the matter is decided in the negative.

15.2 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead member) are present at a meeting of members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

15.3 Voting restrictions

If:

(a) the Act requires that some members do not vote on a resolution, or that votes cast by some members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those members. If a proxy purports to vote in a way or in circumstances that contravene section 250BB(1), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 16.3(c) applies.

15.4 Decision on right to vote

A Voting Member or Director may challenge a person’s right to vote at a meeting of members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

16. HOW VOTING IS CARRIED OUT

16.1 Method of voting

A resolution put to the vote at a meeting of members must be decided on a show of hands unless a poll is demanded under rule 16.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

16.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) a member entitled to vote on the resolution; or

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(b) members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

16.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 16.3(c), in the manner that the chairman of the meeting directs;

(c) votes which sections 250BB(1) or 250BC require to be cast in a given way must be treated as cast in that way;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17. RESOLUTIONS WITHOUT MEETINGS

17.1 Written resolutions

Subject to section 249A(1), the Company may pass a resolution without a general meeting being called or held if the resolution is set out in a document:

(a) if the Company has only one member, signed in the manner set out in section 249B; or

(b) if the Company has more than one member, signed in the manner set out in section 249A.

17.2 Signature of resolutions

The Company may treat a document on which a facsimile or electronic signature appears or which is otherwise acknowledged by a member in a manner satisfactory to the Board as being signed by that member.

18. SECRETARY

18.1 Appointment of Secretary

The Board may appoint one or more individuals to be a Secretary either for a specified term or without specifying a term.

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18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary’s appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company’s members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 7);

(d) resolutions passed by members without a meeting;

(e) resolutions passed by Directors, and declarations made by a single Director, without a meeting; and

(f) disclosures and notices of Directors’ interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow members to inspect, and provide copies of, the minute books for the meetings of members and for resolutions of members passed without meetings in accordance with section 251B.

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20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) if the Company is a Single Director Company and the sole Director is also the sole Secretary, by that person; or

(b) otherwise, by two Directors or one Director and one Secretary; or

(c) (in either case) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

If the fixing of the seal is witnessed in accordance with rule 20.3(a), a statement by the witness that the witness is the sole director and sole company secretary of the Company should appear next to the signature but the absence of that statement does not affect the validity of the execution.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company to keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors’ report that comply with that Part and must report to members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

Unless section 301(2) applies, the Board must cause the Company’s financial report (if any) for each financial year to be audited and obtain an auditor’s report. The eligibility, appointment, removal, remuneration, rights and duties of the auditor (if any) are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

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21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by a resolution of members.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are:

(a) unless other rights have been approved by special resolution of the Company, the rights set out in the schedule; or

(b) the rights approved by special resolution of the Company as applicable to those shares.

22.3 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.4 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or

(b) if surrender is otherwise within the Company’s powers.

The Company may sell or re-issue surrendered shares in the same way as forfeited shares.

23. CERTIFICATES

23.1 Issue of share certificate

The Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H.

23.2 Multiple certificates and joint holders

If a member requests the Company to issue several certificates each for a part of the shares registered in the member’s name, the Company must do so. For this purpose, joint holders of shares are a single member. The Company may issue only one certificate that relates to each share registered in the names of two or more joint holders and may deliver the certificate to any of those joint holders.

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23.3 Lost and worn out certificates

If a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or

(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

24. REGISTER

24.1 Joint holders

If the Register names two or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.2 applies);

(b) the right to vote (to which rule 15.2 applies);

(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.7 and 27.8 apply);

(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several); and

(e) transfer.

24.2 Nominee holders

A registered holder of shares who holds them as trustee for, or otherwise on behalf of or on account of, a body corporate, must give the Company written notice of that fact in accordance with section 1072E(11).

24.3 Non-beneficial holders

Subject to sections 169(5A) and 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and

(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If the registered holder does not do so, rules 25.6 to 25.14 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

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(b) agree:

(i) to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; or

(ii) that the amount paid in advance will be taken into account in calculating participation in profit or ascertaining entitlement to surplus on a winding up or other distributions attributable to that share; and

(c) unless otherwise agreed between the member and the Company, repay the sum.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any special resolution passed under section 254N, the Board may:

(a) make calls on a member for some or all of the money unpaid on a share held by that member;

(b) make a call payable by instalments; and

(c) revoke or postpone a call,

and must give the relevant member written notice of the call specifying to whom the call must be paid and the time for payment (which must be at least 14 days after the notice is given).

25.4 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.5 Obligation to pay calls

Subject to section 1072E(8), a member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

25.6 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and

(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.7 Proof of call

If, on the hearing of an action for recovery of a Called Amount, it is proved that:

(a) the minute books of the Company record the Board’s resolution making the call;

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(b) notice of the call was given under rule 25.3; and

(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.8 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant member a notice which:

(a) requires the member to pay the Called Amount;

(b) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and

(c) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.9 Forfeiture

If the requirements of a notice given under rule 25.8 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.10 Disposal and re-issue of forfeited shares

A share forfeited under rule 25.9 immediately becomes the property of the Company and the Board, on behalf of the Company, may:

(a) re-issue the share with or without any money paid on it by any former holder credited as paid; or

(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides. The title of the new holder is not affected by any irregularity in the forfeiture or the re-issue, sale or disposal and the sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

25.11 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the member who held the share immediately before the resolution for forfeiture was passed; and

(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the absence of proof to the contrary, evidence of those facts and of the Company’s right to dispose of the share.

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25.12 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.10.

25.13 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.9 ceases to be a member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.14 Application of proceeds

The Company must:

(a) apply the net proceeds of any re-issue, sale or disposal of a forfeited share under rule 25.10 (after payment of all costs and expenses) to satisfy the Called Amount; and

(b) pay any surplus to the person who held the share immediately before forfeiture.

26. COMPANY LIENS

26.1 Existence of liens

(a) Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for all money called or payable at a fixed time in respect of that share (including money payable under rule 25.6) whether or not payment is due.

(b) The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;

(b) an amount secured by the lien is due and payable;

(c) the Company has given notice to the member registered as the holder of the share:

(i) requiring payment of the amount which is due and payable and secured by the lien; and

(ii) specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and

(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.9 and rules 25.10 and 25.14 apply, to the extent practical and modified as necessary, as if the amount referred to in paragraph (b) were the Called Amount in respect of that share.

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27. DIVIDENDS

27.1 Accumulation of reserves

The Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board’s discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or

(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or

(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.9, and the terms of issue of shares, the Board may resolve to pay any dividend (including an interim dividend) it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

27.4 Prepayments and payments during dividend period

For the purposes of rule 27.3:

(a) unless the Board has agreed otherwise under rule 25.2(b)(ii), an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share; and

(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates counts as part of the amount for the time being paid on the share.

27.5 Dividends in kind

The Board may resolve to pay a dividend in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of specific assets, the Board may:

(a) fix the value of any asset distributed;

(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and

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(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation;

(b) agree to the member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

27.7 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or

(b) to any other address the member (or in the case of a jointly held share, all the joint holders) directs in writing.

27.8 Joint holders’ receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.9 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 29.2 or 29.3, until that person is registered as the holder of that share or transfers it; or

(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.10 No interest on dividends

No member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. TRANSFER OF SHARES

28.1 Instrument of transfer

Subject to rule 28.2, a member may transfer a share by a document the form of which is permitted by law and which is signed by or on behalf of both the transferor and the transferee. The Company must not register a transfer that does not comply with this rule.

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28.2 Delivery of transfer and certificate

A document of transfer must be:

(a) delivered to the registered office of the Company or the address of the Register last notified to members by the Company;

(b) accompanied by the certificate for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and

(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

28.3 Refusal to register transfer

The Board, without giving any reason, may refuse to register a transfer of shares and, subject to section 259C, must not register a transfer to a subsidiary of the Company. If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it.

28.4 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it until the transfer is registered and the name of the transferee is entered in the Register in respect of it.

28.5 Powers of attorney

The Company may assume, as against a member, that a power of attorney granted by that member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or

(b) the death, dissolution or insolvency of the member.

28.6 Transfer on enforcement of security

Despite any provision to the contrary in this constitution, where a member of the Company has granted over all or any of its shares in the Company a mortgage, charge, lien, pledge, or other security for the payment of a monetary obligation or the observance of any other obligations (a “Security Interest”), the Board shall not decline to register any transfer of shares nor suspend registration of any transfer of shares where such a transfer is:

(a) in favour of a person entitled to the benefit of a Security Interest, or a person acting as an agent, trustee or nominee of that person (each a “Mortgagee”); or

(b) made in exercise of any of the rights and benefits (including enforcement rights) conferred on the Mortgagee or on any receiver, receiver and manager, agent or attorney appointed or purported to be appointed under that Security Interest, or any person who has purchased those shares as a result of the exercise of a person’s rights under that Security Interest,

and a certificate by any officer of the Mortgagee that the relevant transfer is within paragraph (a) or (b) above shall be conclusive evidence of that fact.

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29. TRANSMISSION OF SHARES

29.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

29.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased member as having any title to shares registered in the sole name of a deceased member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and

(b) whether or not registered as the holder of the shares, the personal representative:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the deceased member.

29.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a member gives the Board the information it reasonably requires to establish the person’s entitlement to be registered as holder of the shares:

(a) subject to rules 28.3 and 29.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and

(b) whether or not registered as the holder of the shares, that person:

(i) may, subject to rule 28, transfer the shares to another person; and

(ii) has the same rights as the insolvent or incapable member.

If section 1072C applies, this rule is supplemental to it.

29.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a member as it would have if that person was the transferee named in a transfer signed by a living, solvent, competent member.

30. SHARE CAPITAL

30.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the terms of issue of shares, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

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30.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of members among themselves including:

(a) fix the value of specific assets;

(b) issue fractional certificates;

(c) make cash payments to members on the basis of the value fixed or on the basis that fractional entitlements are disregarded so as to adjust the rights of members between themselves; and

(d) vest cash or specific assets in trustees.

30.3 Conversion of shares

Subject to Part 2H.1 and rules 22.2 and 30.7, the Company may convert:

(a) an ordinary share into a preference share;

(b) a preference share into an ordinary share; and

(c) all or any of its shares into a larger or smaller number of shares by ordinary resolution.

30.4 Reduction of capital

The Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;

(b) by buying back shares in accordance with Division 2 of Part 2J.1;

(c) in the ways permitted by sections 258E and 258F; or

(d) in any other way for the time being permitted by the Act.

30.5 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;

(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and

(c) vest an asset in trustees.

30.6 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have

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agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation;

(b) agree to the member being bound by the constitution of that corporation; and

(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

30.7 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or

(b) by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

31. WINDING UP

31.1 Entitlement of members

Subject to the terms of issue of shares and this rule 31, the surplus assets of the Company remaining after payment of its debts are divisible among the members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

31.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

(a) divide the assets of the Company among the members in kind;

(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different classes of members; and

(c) vest assets of the Company in trustees on any trusts for the benefit of the members the liquidator thinks appropriate.

31.3 No distribution of liabilities

The liquidator cannot compel a member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

31.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 31.2 which is not in accordance with the legal rights of the contributories, any contributory who would be prejudiced by it has a right to dissent and ancillary rights as if that decision were a special resolution passed under section 507.

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32. NOTICES

32.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the person to whom it is to be given; and

(c) either:

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person’s address;

(iii) sent by fax to the fax number (if any) nominated by that person; or

(iv) sent by electronic message to the electronic address (if any) nominated by that person.

32.2 Overseas members

A member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

32.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally or sent by fax or electronic message:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day; and

(b) if it is sent by mail:

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

32.4 Business days

For the purposes of rule 32.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

32.5 Notice to joint holders

Notice to joint holders of shares must be given to the joint member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

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32.6 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

33. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions in accordance with the law relating to unclaimed money in the Company’s jurisdiction of registration.

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SCHEDULE 1

Terms of issue of preference shares

1. DEFINITIONS

The following definitions apply in relation to a preference share issued under rule 22.2(a).

“Dividend Amount for any Dividend Period” means the amount calculated as

DA=	AP × DR × N
	365

where:

DA = Dividend Amount;

AP = amount paid on the share;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

“Dividend Date” means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

“Dividend Period” means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and

(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and

(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

“Dividend Rate” means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

“franked dividend” means a distribution franked in accordance with section 202-5 of the Tax Act.

“Issue Date” means the date on which the share is issued.

“Issue Resolution” means the resolution passed under clause 2 of this schedule.

“redeemable preference share” means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;

(b) at the Company’s option; or

(c) at the holder’s option.

“Redemption Amount” in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

33

“Redemption Date” in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

“Tax Act” means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), or both, as applicable.

ISSUE RESOLUTION

If the Board resolves to issue a preference share, it must pass an Issue Resolution which specifies:

(a) the Dividend Date;

(b) the Dividend Rate;

(c) whether dividends are cumulative or non-cumulative;

(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;

(e) whether the share is a redeemable preference share or not, and if so:

(i) the Redemption Amount; and

(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,

and may also specify that the dividend must be a franked dividend or must not be a franked dividend.

FRANKED DIVIDENDS

If the Issue Resolution specifies that the dividend on preference shares must be a franked dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and

(b) the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

DIVIDEND ENTITLEMENT

The holder of a preference share is entitled to be paid on each Dividend Date or, in the case of the final dividend payable on the share, on the Redemption Date, in priority to any payment of dividend on any other class of shares over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date or the Redemption Date (as the case may be).

The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

34

PRIORITY ON WINDING UP

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and

(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2(b) give it priority, but has no right to participate in surplus assets and profits of the Company.

VOTING

The holder of a preference share has no right to vote at any meeting of members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend on the share is in arrears; and

(b) if approval of preference shareholders is required under Part 2J.1:

(i) on a proposal to reduce the Company’s share capital; or

(ii) on a resolution to approve the terms of a buy-back agreement,

on that proposal or resolution; and

(c) on a proposal that affects rights attached to the share.

NOTICES AND FINANCIAL REPORTS

The Company must give the holder of a preference share notice of each meeting of members in accordance with rule 12 and send the holder financial reports in accordance with rule 21.2.

REDEMPTION OF REDEEMABLE PREFERENCE SHARES

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the holder agrees to in writing. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 32.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 33.

EQUAL RANKING ISSUES

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

35

Signed for Tronox Management Pty Ltd.

by its duly authorised director

/s/ Michael J. Foster            

Signature of Director

Michael J. Foster             

Name

In the presence of:

/s/ Catherine R. Liebelt            

Signature of Witness

Catherine R. Liebelt             

Name

36

EX-3.34

Exhibit 3.34

File Copy

CERTIFICATE OF INCORPORATION

OF A

LIMITED LIABILITY PARTNERSHIP

Partnership No. OC375032

The Registrar of Companies for England and Wales, hereby certifies that

TRONOX INTERNATIONAL FINANCE LLP

is this day incorporated under the Limited Liability Partnerships Act 2000 as a limited liability partnership, that the partnership is limited, and the situation of its registered office is in England/Wales

Given at Companies House, Cardiff, on 8th May 2012

The above information was communicated by electronic means and authenticated by the

Registrar of Companies under the Limited Liability Partnerships (Application of the

Companies Act 2006) Regulations 2009 SI 2009/1804

LLIN01(ef)

Application to register an LLP

Received for filing in Electronic Format on the: 08/05/2012

LLP Name in full:	TRONOX INTERNATIONAL FINANCE LLP
Situation of Registered Office:	England and Wales
Proposed Register Office Address:	7 ABERMARLE STREET LONDON LONDON UNITED KINGDOM W1S 4HQ

All members will from time to time be designated members

Electronically Filed Document for LLP Number: OC375032 Page: 1

Proposed Officers

Electronically Filed Document for LLP Number: OC375032 Page: 2

LLP Member	1
Type:	Corporate
Name:	TRONOX GLOBAL HOLDINGS PTY LTD
Registered or principal address:	ONE BODIE HALL DRIVE BENTLEY WESTERN AUSTRALIA AUSTRALIA 6102
Non European Economic Area (EEA) LLP
Legal Form:	LIMITED COMPANY
Law Governed:	AUSTRALIAN
Register Location:	WESTERN AUSTRALIA
Registration Number:	ACN 154 691 826
Appointment is for a Designated Member
Consented to Act: Y	Date authorised: 08/05/2012	Authenticated: ERRO

Electronically Filed Document for LLP Number: OC375032 Page: 3

LLP Member	2
Type:	Corporate
Name:	TRONOX LIMITED
Registered or principal address:	ONE BODIE HALL DRIVE BENTLEY WESTERN AUSTRALIA AUSTRALIA 6102
Non European Economic Area (EEA) LLP
Legal Form:	LIMITED COMPANY
Law Governed:	AUSTRALIAN
Register Location:	WESTERN AUSTRALIA
Registration Number:	ACN 153 348 111
Appointment is for a Designated Member
Consented to Act: Y	Date authorised: 08/05/2012	Authenticated: ERRO

Electronically Filed Document for LLP Number: OC375032 Page: 4

Authorisation

I certify that two or more persons named in this form are associated for carrying on lawful business with a view to profit.

Authoriser Designation: member

End of Electronically Filed Document for LLP Number: OC375032 Page: 5

EX-3.35

Exhibit 3.35

LIMITED LIABILITY PARTNERSHIP AGREEMENT IN RESPECT OF

TRONOX INTERNATIONAL FINANCE LLP

BETWEEN

TRONOX GLOBAL HOLDINGS PTY LIMITED

AND

TRONOX LIMITED

THIS AGREEMENT is made on                      BETWEEN each of the Initial Members and the LLP

WHEREAS:

(A) In connection a proposed acquisition by Tronox Incorporated of the Australian mineral sands business of Exxaro Resources Limited, a limited company organized and existing under the laws of the Republic of South Africa (the “Proposed Transactions”) the Members have agreed to form the LLP.

NOW it is agreed as follows:

1 Definitions and interpretation

1.1 In this agreement:

“Accountants” means the accountants specified in Schedule 1 or such other accountants as may from time to time be appointed in accordance with the provisions of this agreement;

“Accounts Date” means the date in each year specified in Schedule 1, or such other date as may be determined in accordance with the provisions of this agreement as the date upon which an Accounting Period is to end, and references to ‘an Accounts Date’ shall be construed accordingly;

“Accounting Period” means the period for which the Members may determine that the accounts of the LLP are to be made up and references to ‘an Accounting Period’ shall be construed accordingly;

“Accounting Standards” means all standards from time to time accepted by the accountancy profession as relevant to the preparation of LLP accounts including (but without limitation) the Generally Accepted Accounting Principles, all Statements of Standard Accounting Practice and all Statements of Recommended Practice;

“Act” means the Limited Liability Partnerships Act 2000;

references to “allocated profits and losses” are references to profits and losses of the LLP that have been allocated as a result of the LLP determining that such profits and losses shall be divided in accordance with the arrangements for the sharing of them contained in this agreement;

“Bank” means the bank specified in Schedule 1 or such other bank as may from time to time be appointed as the lead bank of the LLP in accordance with the provisions of this agreement;

references to “capital” are references to the net capital of the LLP as shown in any balance sheet prepared in accordance with the provisions of this Agreement as belonging to the Members and being the excess of the assets of the LLP over all its liabilities (such liabilities including, for the avoidance of doubt, all current accounts held by Members and any loans due to be repaid to them, and after the release to them of any tax reserves held for them);

“Commencement Date” means the date specified in Schedule 1;

“Companies Acts” means the Companies Acts 1985-2006 as varied by the Act to apply to LLPs;

2

references to “contributions” are references to amounts of money paid by any Members into the banking accounts of the LLP or the net value of any assets transferred by them to the LLP;

“Designated Members” means such Members as are from time to time notified to Companies House by the LLP as being Designated Members for the purposes of the Act and the first Designated Members shall be such of the Initial Members as are named in Schedule 1 as Designated Members;

“Initial Members” means those Members whose names and addresses are set out in Schedule 1;

“LLP” means Tronox International Finance LLP registered at Companies House with number OC375032;

“Members” means such of the Initial Members, and any other persons who shall subsequently sign such a memorandum of appointment as is referred to in clause 2.6 below which shall indicate that they are to be regarded as a Member, who remain members in the LLP from time to time and references to ‘a Member’ or ‘Members’ shall be construed accordingly;

“Membership Interest” means the interests of the Members in the LLP which determine the rights of such Members to vote in respect of matters affecting the LLP and to share in the capital and profits of the LLP; the Membership Interests of the Initial Members as at the Commencement Date are set out in Schedule 1;

“Quorum” means the number or percentage of Members specified in Schedule 1;

“Registered Office” means the address set out in clause 2 of this Agreement or such other address as shall from time to time be registered by the LLP at Companies House as its registered office;

references to “repayments” are references to amounts of money repaid to any Members from the banking accounts of the LLP or the value of any assets transferred to them by the LLP;

“Representative Board” means the representative board of the LLP as referred to in clause 4;

“Representative Board Member” means each agent appointed by the Members to whom the Members have delegated their powers and who has not had such delegated authority removed or revoked;

“Residual Assets” means such assets as may remain within the LLP upon any winding up or dissolution of it after payment of all third-party debts and liabilities (including the costs and expenses of any such winding up or dissolution) and all sums due to Members in respect of their Members’ Funds, and after the release to them of any tax reserves held for them;

references to a “special resolution” are references to a resolution which needs to be passed by not less than the Specified Majority of the Members;

“Special Majority” means not less than the number or percentage of the Membership Interests specified in Schedule 1;

references to ‘unallocated profits and losses’ are references to profits and losses of the LLP which are not allocated profits and losses;

3

references to a ‘working day’ are references to any day from Monday to Friday inclusive save for any such day which is a bank or statutory holiday;

1.2 unless the context otherwise requires:

(a) reference to any profits or losses of the LLP includes a reference to profits and losses of a capital nature,

(b) reference to any stature or statutory provision includes a reference to that statute or provision as from time to time amended, extended, re-enacted or consolidated and to all statutory instruments or orders made under it,

(c) words denoting the singular number only include the plural and vice versa,

(d) words denoting any gender include all genders and words denoting persons include firms and corporations and vice versa,

(e) reference to any clause, sub-clause, paragraph or Schedule is to a clause, sub-clause, paragraph or Schedule (as the case may be) of or to this agreement,

(f) reference to the death of a Member shall include reference to the dissolution, winding up or striking off a corporate Member,

(g) any reference to a percentage or fraction of the Members shall if appropriate be rounded up to the nearest whole number; and

(h) the headings in this document are inserted for convenience only and shall not affect the construction or interpretation of this agreement.

2 Incorporation, commencement, duration and membership

2.1 The certificate of registration of the LLP issued under the Act shall be kept at the Registered Office.

2.2 The Registered Office of the LLP shall be at 7 Albermarle Street, London W1S 4HQ, United Kingdom.

2.3 The provisions of this Agreement shall take effect on the Commencement Date.

2.4 Unless otherwise agreed by the Representative Board, the LLP shall act as an investment partnership and shall be permitted (unless otherwise restricted by law or regulation) to (a) manage and deal with the moneys of the LLP in or upon investments or securities of any nature and generally to acquire, hold, deal in or otherwise dispose of investments and other securities), (b) receive money on deposit or loan from any person, firm or company, (c) make advances to any person, firm or company with or without security; (d) pledge or otherwise secure or encumber any of the assets or undertaking of the LLP in connection with the Proposed Transactions, and (e) such other business to be carried on by the LLP as shall be agreed by the Members in accordance with this Agreement.

2.5 The business of the LLP shall at all times be carried out in the United Kingdom and all business of the LLP shall, unless otherwise agreed by the Representative Board, be conducted from the Registered Office of the LLP.

2.6 The LLP shall continue until wound up in accordance with the provisions of the Act.

2.7 The provisions of clause 2.8 below shall apply if any additional Members are appointed.

2.8 A memorandum of any such appointment as is referred to in clause 2.7 above shall be drawn up and signed by not less than the Specified Majority of the Representative Board and by the new Member who by his signature shall be deemed to have agreed to incorporate into the terms of his membership the provisions of this Agreement and to become a party to this Agreement.

4

3 Name and registered office

3.1 The Representative Board may from time to time determine upon:

(a) a change in the name of the LLP; and/or

(b) a change in the Registered Office (provided always that the Registered Office remains within the United Kingdom).

3.2 Upon any change in the name of the LLP and/or the Registered Office it shall be the responsibility of the Representative Board to notify Companies House of any such change in accordance with the Act.

3.3 The Representative Board shall maintain on behalf of the LLP such registers of the details of the Members as shall be required by the Companies Acts and shall promptly notify Companies House as so required of any changes in the particulars in those registers.

4 Representative Board

4.1 The Members shall each delegate their powers in respect of the LLP to their agents who shall be deemed to be appointed to the Representative Board with effect from the date of this Agreement.

4.2 Each Member may appoint one of its agents to act as its representative under this Agreement. Such representatives shall be deemed to represent the Membership Interests of their Appointing Member in all respects as regards to the LLP. The initial Representative Board Members will be Daniel D. Greenwell (on behalf of Tronox Limited) and Michael J. Foster (on behalf of Tronox Global Holdings Pty Ltd).

4.3 Subject to clause 4.2 above, each Member may from time to time and at such Member’s sole discretion appoint or remove any such agent.

4.4 A representative Board Member may resign from the Representative Board at any time by giving not less than 10 days notice in writing to the LLP.

4.5 Subject to clauses 4.6 and 4.7 of this Agreement, the management of the LLP on a day-to-day basis shall be managed by the Representative Board, who may exercise all of the powers of the LLP.

4.6 The Representative Board may delegate any of its powers to any one or more Representative Board Members either collaterally or to the exclusion of its own powers. Any such delegation may be subject to any conditions which the Representative Board sees fit, and may be revoked or altered by the Specified Majority of the Representative Board at any time.

4.7 The Representative Board may, by power of attorney or otherwise, appoint any person to be the agent of the LLP for such purposes and on such conditions as the Representative Board sees fit.

5 Proceedings of the Representative Board

5.1 Meetings of the Representative Board shall be held from time to time as the Representative Board may determine. All such meetings shall be held in the United Kingdom (at the Registered Office of the LLP or such other location in the United Kingdom as may agreed by the Representative Board Members from time to time). Attendance at meeting of the Representative Board by teleconference shall be permitted provided that a majority of the Representative Board are physically present at the meeting of the Representative Board in the United Kingdom.

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5.2 Not less than one week’s notice of any such meeting shall be given to all those entitled to attend the same provided that:

(a) any resolution passed at a meeting of which shorter notice or no notice has been given shall be deemed to have been duly passed if all of the Representative Board Members were in fact present or it is afterwards ratified by them at a subsequent meeting; and

(b) a resolution in writing signed as approved by the Representative Board Members shall be as valid as a resolution passed at a meeting of them.

5.3 Meetings of the Representative Board shall be chaired by a chairman appointed by the Representative Board Members to serve for such term as they may determine or, in default of such appointment or if the person nominated is absent from a meeting, by a chairman appointed at the meeting.

5.4 A Representative Board Member may in writing appoint another Representative Board Member to act as his proxy to vote on his behalf on a resolution, either in accordance with such instructions as may be given in the appointment or at the discretion of the Representative Board Member acting as proxy.

5.5 No business shall be conducted at any meeting unless the Quorum is present in person or by proxy within 30 minutes of the time appointed for the start of the meeting. If the Quorum is not present within the stated period then the meeting shall be adjourned until the same time 7 days later and at the same place.

5.6 If any adjourned meeting is held in accordance with clause 5.5 above, it may proceed if the Quorum is present in person or by proxy within 30 minutes of the time set for commencement, but if this requirement is not fulfilled the meeting shall be cancelled.

5.7 Minutes shall be kept of all meetings and (subject to any agreed amendments) shall be approved at the meeting of the Representative Board to which such minutes relate and shall become binding once signed by the chairman of that meeting.

5.8 At any meeting when a resolution is put to a vote each of the Representative Board Members who is voting, whether in person or by proxy, shall have one vote for each Membership Interest represented.

5.9 Save as set out in clauses 5.10 and 5.11 below, a simple majority vote of the Representative Board shall be required for any resolution of whatever nature to be passed at any Representative Board meeting.

5.10 Any resolution which proposes an alteration or amendment to this agreement for which no specific process of variation is otherwise provided shall require unanimity of all Representative Board Members present and voting at a meeting.

5.11 A special resolution, namely one passed by a vote of the Specified Majority of the Representative Board at a meeting of the Representative Board, shall be required for any of the following purposes:

(a) any matter which is specified in this agreement as requiring a special resolution;

(b) the admission to membership of the LLP of any person;

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(c) the appointment of any Member as a Designated Member or the revocation of any such appointment;

(d) the appointment of all Members for the time being as Designated Members or any reversal of any such resolution;

(e) any determination to be made under the Insolvency Act 1986 including in particular, but without limitation, any determination to propose for a voluntary arrangement in respect of or a voluntary winding up of the LLP;

(f) any decision to appoint any Member(s) as delegates empowered on behalf of the LLP to approve or reject under the Insolvency Act 1986 Section 4(5A) any modifications to any proposed voluntary arrangement in respect of the LLP;

(g) any decision to appoint, remove or fill a vacancy in the office of a liquidator of the LLP;

(h) any decision to give or withhold any sanction required under the Insolvency Act 1986 including in particular, but without limitation, any sanction under the Insolvency Act 1986 Section 110(3) or 165(2);

(i) any determination to wind up the LLP; and

(j) any determination to acquire, merge with or be acquired by any other person, firm, LLP or company.

5.12 For the avoidance of doubt no Representative Board Member acting on behalf of a Member who is at any time within any of the circumstances prescribed by Section 7(1) of the Act shall have any entitlement to attend or vote at any meeting of the Representative Board or any grouping of them and any reference to a quorum or to a resolution to be signed by the Representative Board shall be deemed to exclude reference to any such Representative Board Member.

6 Limitations on Representative Board Members’ powers

Limitations on the powers of any individual Representative Board Member to act as an agent of the LLP or otherwise shall apply so that no Representative Board Member shall without the consent of the Members:

(a) knowingly cause or permit or suffer to be done anything whereby the property of the LLP may be taken in execution or otherwise endangered;

(b) have any dealings with any person, partnership, LLP or limited company with whom or which the LLP has previously resolved not to deal; or

(c) be entitled to make any application to the court under the Companies Act 2006 Part 30.

7 Accounts

7.1 It shall be the responsibility of the Representative Board to ensure that proper books of account as to the affairs of the LLP (which shall for the avoidance of doubt be deemed to include any computerised accounting system(s) from time to time used by the LLP) shall be kept properly posted.

7.2 Such books of account (including the data held on any such computerised system as is referred to in clause 7.1 above) shall be:

(a) kept at the Registered Office or at such other place as the LLP may from time to time determine;

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(b) denominated in US dollars; and

(c) open to inspection by the Members who may take copies of all entries.

7.3 The Representative Board shall (acting where appropriate in accordance with the requirements of the Companies Acts including in particular, but without limitation, requirements as to the qualifications necessary for the auditing of an LLP’s accounts):

(a) be deemed to appoint the Accountants as auditors of the LLP for the next ensuing Accounting Period;

(b) appoint auditors for each Accounting Period;

(c) have power to remove the auditors from office; and

(d) have power to fix the remuneration of the auditors.

7.4 The Representative Board may from time to time determine to amend the Accounts Date.

7.5 A profit and loss account shall be taken in every year on the Accounts Date and a balance sheet (taking no account of goodwill) shall be prepared in the United Kingdom in accordance with the then current Accounting Standards and in such format and giving such information, notes and disclosure of the interests of the Members in the LLP as may be required by the Companies Acts.

7.6 The accounts to be prepared in accordance with clause 7.5 above shall be:

(a) audited by the Accountants in accordance with the Companies Acts (unless the LLP shall be exempted by that Act from the requirement for its accounts to be audited);

(b) approved by the Members in accordance with the Companies Acts;

(c) signed by a Designated Member in the United Kingdom;

(d) binding on all Members after approval save that any Member may request the rectification of any manifest error discovered in any such accounts within 3 months of receipt of the same; and

(e) distributed to all Members (and to the holders of any debentures which may have been issued by the LLP) as required by the Companies Acts.

8 Banking arrangements

8.1 The lead bankers of the LLP shall be the Bank and/or such other bank as the Representative Board may from time to time determine as being the lead bank or a subsidiary bank of the LLP.

8.2 All money, cheques and drafts received by or on behalf of the LLP solely shall be paid promptly into the bank account of the LLP (which for the avoidance of doubt shall be a United Kingdom bank account) and all securities for money shall be promptly deposited in the name of the LLP with the Bank.

8.3 All cheques drawn on or instructions for the electronic transfer of money from any such account as is mentioned in this clause 8 shall be in the name of the LLP and may be drawn or given by any Representative Board Member.

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9 Capital accounts and Membership Interests

9.1 Membership Interests shall be issuable in US$1.00 increments. Each Membership Interest will entitle a Member to one vote and shall otherwise be identical to each other Membership Interest in all respects.

9.2 Within 10 Business Days of the Commencement Date Tronox Global Holdings Pty Ltd. shall make a contribution of US$9,900 and Tronox Limited shall make a contribution of US$100, such amounts shall constitute the initial Membership Interests of such Members.

9.3 Capital accounts shall be kept in respect of each Member showing the amount of contributions and repayments made by or to such member.

9.4 The Representative Board may, from time-to-time, elect to issue Membership Interests (with such rights as the Members may from time to time specify) to any other person and may designate the rights and restrictions applicable to such Membership Interests.

10 Profits and losses

10.1 The profits and losses of the LLP shall accrue for the benefit of the Members in accordance with the following provisions:

(a) all profits and other sums to be credited to a Member shall be held by the LLP for the benefit of the Members in accordance with their Membership Interests;

(b) all sums to be debited against a Member shall be debited against sums accrued for the benefit of such Members in the accounts of the LLP;

(c) if any sums are to be debited against a Member at any time when all accrued profits standing to the benefit of such Member in the accounts of the LLP shall have been exhausted, then, for the avoidance of doubt:

(i) the LLP shall have the power (at its discretion) to transfer monies from that Member’s capital account in or towards satisfaction of such debit balance; and

(ii) the Member may be required to repay to the LLP the whole of such debit balance at such time and in such manner as the LLP may prescribe;

(d) the Representative Board may at any time determine to allocate by way of credit or debit at such time as it may specify all or any part of any profits earned or losses incurred by the LLP in respect of any Accounting Period;

(e) all sums shown in the accounts of the LLP as profits or losses in respect of any Accounting Period shall be reviewed immediately before the approval of the accounts for any Accounting Period and the Representative Board shall at that time determine in its absolute discretion whether to allocate by way division amongst the Members, all or any of those profits or losses; and

(f) in the event that at any time at which the LLP is required to submit a computation of the profits and losses of the LLP for income tax purposes there shall be any unallocated profits and losses then for the purposes of that return those profits and losses shall be deemed to have been divided in accordance with clause 10.2 below (upon the basis that if there shall be any subsequent actual allocation of such profits and losses an adjustment shall be made in the next available tax return to allow for such allocation).

10.2 Notwithstanding the previous provisions of this clause 10 the Representative Board shall on the taking of the annual accounts provided for in clause 7 above reserve out of allocated profits due to Members before their distribution such amount as the Representative Board shall determine in order to provide further working capital for the LLP and shall give details of such amounts to all Members.

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11 Proceedings of Members

11.1 Meetings of Members shall be held in the United Kingdom annually or from time-to-time as the Members may otherwise determine.

11.2 Not less that one week’s notice of any such meeting shall be given to all those entitled to attend the same provided that:

(a) any resolution passed at a meeting of which shorter notice or no notice has been given shall be deemed to have been duly passed if all of the Members were in fact present or it is afterwards ratified by them at a subsequent meeting; and

(b) a resolution in writing signed as approved by the Members shall be as valid as a resolution passed at a meeting of them.

11.3 Meetings of the Members shall be chaired by a chairman appointed by the Members to serve for such term as they may determine or in default of such appointment or if the person nominated is absent from a meeting, by a chairman appointed at the meeting.

11.4 A Member may in writing appoint another Member to act as his proxy to vote on his behalf on a resolution, either in accordance with such instructions as may be given in the appointment or at the discretion of the Member acting as proxy.

11.5 No business shall be conducted at any meeting unless the Quorum is present in person or by proxy within 30 minutes of the time appointed for the start of the meeting. If the Quorum is not present within the stated period then the meeting shall be adjourned until the same time 7 days later and at the same place.

11.6 If any adjourned meeting is held in accordance with clause 11.5 above, it may proceed if the Quorum is present in person or by proxy within 30 minutes of the time set for commencement, but if this requirement is not fulfilled the meeting shall be cancelled.

11.7 Minutes shall be kept of all meetings and (subject to any agreed amendments) shall be approved at the next meeting of the Members and signed by the chairman of that meeting, whereupon they shall become binding.

11.8 At any meeting when a resolution is put to a vote each of the Members who is voting, whether in person or by proxy, shall have one vote for each Membership Interest represented.

11.9 Any resolution put to a meeting of the Members shall be passed by a simple majority unless this Agreement requires such resolution to be passed by the Specified Majority.

12 Representative Board Members’ and Members’ obligations and duties

12.1 All Representative Board Members and Members shall:

(a) conduct themselves in a proper and responsible manner and use their best skill and endeavour to promote the business and undertaking of the LLP;

(b) show the utmost good faith to the LLP in all transactions relating to the business and the affairs of the LLP and give the LLP a true account of all such dealings; and

(c) comply with all statutes, regulations, professional standards and other provisions as may from time to time govern the conduct of the business of the LLP or be determined by the LLP as standards to be voluntarily applied by the LLP to the business of the LLP.

12.2 For the avoidance of doubt the Members and Representative Board Members shall not owe fiduciary duties to each other or to the LLP (save for such fiduciary duties to the LLP as are expressed in this Agreement or are implied by their status as agents of the LLP).

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13 Indemnity and expenses

The LLP shall indemnify each Representative Board Member and each Member from and against any claims, costs and demands arising out of payments made by them or liabilities incurred by them in the performance by them of their duties as a Representative Board Member or a Member in the normal course of the operation of the LLP or in respect of anything necessarily done by him for the preservation of the business or the property of the LLP.

14 Winding up

14.1 For the avoidance of doubt no Member has agreed with the other Members or with the LLP that he shall in the event of the winding up of the LLP contribute in any way to the assets of the LLP in accordance with the Insolvency Act 1986 Section 74.

14.2 In the event of the winding up of the LLP the Residual Assets shall (unless otherwise unanimously agreed) belong and be distributable to the Members in proportion to their Membership Interests at the time of such repayment.

15 Notices

Any notice herein referred to shall be in writing and shall be sufficiently given to or served on the person to whom it is addressed if it is: (a) handed to that person; (b) delivered to or sent in a prepaid first class letter by recorded mail, addressed to the person at the address designated by them from time to time; or (c) delivered or sent by way of electronic mail, addressed to the person at the address designated for them from time to time.

16 Entire agreement

16.1 This agreement constitutes the whole of the agreement between the Initial Members and the LLP as to the business and undertaking of the LLP.

16.2 It is expressly declared that no variations to this agreement shall be effective unless made in writing, dated and signed by the parties for the time being to this agreement.

17 Third Parties

No person who is not a party for the time being to this agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

18 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with English law.

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Signed by
For and on behalf of Tronox Global Holdings Pty Ltd
Date
Signed by	/s/
For and on behalf of Tronox Limited
Date
Signed by
For and on behalf of Tronox International Finance LLP
Date

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SCHEDULE 1

Accountants: Grant Thornton LLP

Accounts Date: 31 December

Bank: Well Fargo (International), London Branch

Commencement Date: 10 May 2012

Designated Members: Tronox Global Holdings Pty Ltd. and Tronox Limited

Initial Members: Tronox Global Holdings Pty Ltd. and Tronox Limited

Membership Interests:

Tronox Global Holdings Pty Ltd: 9900

Tronox Limited: 100

The Quorum: A majority of the Members or the Representative Board Members (as applicable)

The Specified Majority: Over 50 per cent of the Membership Interests or the Membership Interests represented by the Representative Board.

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EX-3.36

Exhibit 3.36

COMMONWEALTH OF THE BAHAMAS IBC 05

THE INTERNATIONAL BUSINESS COMPANIES ACT (2000)

(Section 12)

CERTIFICATE OF INCORPORATION

(Change of Name)

No. 5,182 B TRONOX PIGMENTS LTD. FORMERLY KERR-MCGEE PIGMENTS LTD FORMERLY KERR-MCGEE PIGMENT LTD

I, SHANE A. MILLER. . . . . . . . . . . .ACTING , Registrar General of the Commonwealth of The Bahamas DO HEREBY CERTIFY pursuant to the International Business Companies Act 2000 (No. 45 of 2000) that TRONOX PIGMENTS LTD. is incorporated in the Commonwealth of The Bahamas as an International Business Company and that the former name of the said company was KERR-MCGEE PIGMENTS LTD which name has now been changed this 5TH day of JANUARY, 2006 to TRONOX PIGMENTS LTD.

Given under my hand and seal at Nassau in the Commonwealth of The Bahamas

/s/

ACTING Registrar General

EX-3.37

Exhibit 3.37

COMMONWEALTH OF THE BAHAMAS

THE INTERNATIONAL BUSINESS COMPANIES ACT 1989

(NO. 2 OF 1990)

ARTICLES OF ASSOCIATION

OF

KERR-MCGEE PIGMENT LTD

PRELIMINARY

1. In these Articles, if not inconsistent with the subject or context the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

Words	Meaning
capital	The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus
	(a)	the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and
	(b)	the amounts as are from time to time transferred from surplus to capital by a resolution of directors.
member	A person who holds shares in the Company
person	An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons.
resolution of directors	(a)	A resolution approved at a duly constituted meeting of directors or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain; or
	(b)	a resolution consented to in writing by a simple majority of all directors or of all members of the committee, as the case may be;

Words	Meaning
		except where a director is given more than one vote, he shall be counted by number of votes he casts for the purpose of establishing a majority.
resolution of members	(a)	A resolution approved at a duly constituted meeting of the members of the Company by the affirmative vote of
		(i)	a simple majority of the votes of the members present and entitled to vote thereon and who voted and did not abstain or
		(ii)	a simple majority of the votes of the members of each class or series of shares present and entitled to vote thereon as a class or series and who voted and did not abstain and of a simple majority of the votes of the remaining members present and entitled to vote thereon and who voted and did not abstain; or
	(b)	a resolution consented to in writing by
		(i)	a simple majority of the votes of the members entitled to vote thereon, or
		(ii)	a simple majority of the members of each class or series of shares entitled to vote thereon as a class or series and of a simple majority of the votes of the remaining members entitled to vote thereon;
securities	Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.
surplus	The excess, if any, at the time of the determination of the total assets of the Company over the sum of its total liabilities, as shown in its books of account, plus its issued and outstanding share capital.

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Words	Meaning
the Act	The International Business Companies Act 1989 (No. 2 of 1990) including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder.
the Memorandum	The Memorandum of Association of the Company as it may from time to time be amended.
the Seal	Any seal which has been duly adopted as the Common Seal of the Company.
these Articles	These Articles of Association as they may from time to time be amended.
treasury shares	Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled.

2. “Written” or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex, telefax, telegram, cable or other form of writing produced by electronic communication.

3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.

4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others.

5. A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction.

6. A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which shares in the Company shall be issued according to the provisions of the Memorandum.

SHARES AND CAPITAL

7. The authorized capital of the Company is Five Thousand (B$5,000.00) divided into shares with a par value of B$1.00 each. The directors shall by resolution determine, at their discretion, and from time to time, how many shares thereof are to be issued as registered shares and how many shares thereof are to be issued as bearer shares.

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8. Every person whose name is entered as a member in the share register being the holder of registered shares, and every person who subscribed for shares issued to bearer, shall, without payment, be entitled to a certificate signed by two directors or two officers or by one director and one officer of the Company or under the common Seal of the Company evidenced by the signature of a director or officer of the Company specifying the share or shares held and the par value thereof and the signatures of the director or officer and the seal may be facsimiles, provided that in respect of a registered share, or shares, held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

9. In the case of bearer shares, each certificate for shares issued to bearer shall carry an identifying number, the number of each class or series of shares issued to the bearer, and the date of issue of the certificate.

10. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such certificate. If a certificate is worn out or lost it may be renewed on production of the worn out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require.

11. Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions and subject to such designations, powers, preferences, rights, qualifications, limitations and restrictions whether in regard to dividend, voting, return of capital or otherwise as the Company may by resolution of directors determine.

12. Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligations to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.

13. Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus.

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14. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security.

15. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

16. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitation, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.

17. Upon the issue by a company incorporated under this Act of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

18. The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase, redemption or other acquisition shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition

(a) the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and

(b) the realizable assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital;

and, in the absence of fraud, the decision of the directors as to the realizable assets of the Company is conclusive, unless a question of law is involved.

19. The Company may only purchase or otherwise acquire its own shares without fulfilling the requirements of Article 18 in exchange for newly issued shares in the Company or pursuant to an order of the court.

20. Shares that the Company purchases, redeems or otherwise acquires pursuant to Articles 18 or 19 may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital pursuant to Article 37 in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company.

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21. Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company.

22. No notice of a trust, whether expressed, implied or constructive, shall be entered in the share register.

TRANSFER OF SHARES

23. Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate.

24. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee’s name has been entered in the share register. A share issued to bearer shall be transferable by delivery of the certificate relating to the share.

25. Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share, save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months.

TRANSMISSION OF SHARES

26. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following two Articles.

27. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

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28. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy or any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

29. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

REDUCTION OR INCREASE IN AUTHORIZED CAPITAL OR CAPITAL

30. The Company may by a resolution of directors amend its Memorandum to increase or reduce its authorized capital and in connection therewith the Company may increase or reduce the number of shares which the Company may issue, increase or reduce the par value of any of its shares or effect any combination of the foregoing.

31. Where the Company reduces its authorized capital under the foregoing Article then, for purposes of computing the capital of the Company, any capital that before the reduction was represented by shares but immediately following the reduction is no longer represented by shares shall be deemed to be capital transferred from surplus to capital.

32. The Company may amend its Memorandum to divide the shares, including issued shares, of a class or series of shares into a larger number of shares of the same class or series.

33. The Company may amend its Memorandum to combine the shares, including issued shares, of a class or series of shares into a smaller number of shares of the same class or series.

34. The capital of the Company may by a resolution of directors, be increased by transferring an amount of the surplus of the Company to capital, and, subject to the provisions of Articles 35 and 36 the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus, returning to members any amount received by the Company upon the issue of any of its shares, or by cancelling any capital that is lost or not represented by assets having a realizable value.

35. No reduction of capital shall be effected that reduces the capital of the Company to an amount that is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares, and the aggregate of the amounts designated as capital of all outstanding shares without par value, and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company.

36. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company

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will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

37. Where the Company reduces its capital under Article 34 the Company may

(a) return to its members any amount received by the Company upon the issue of any of its shares;

(b) purchase, redeem or otherwise acquire it shares out of capital; or

(c) cancel any capital that is lost or not represented by assets having a realizable value.

MEETINGS AND CONSENTS OF MEMBERS

38. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside The Bahamas as the directors consider necessary or desirable.

39. Upon the written request of members holding ten (10) percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members.

40. The directors shall give not less than seven (7) days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company.

41 (a) A meeting of members held in contravention of the requirement in Article 40 is valid if members holding not less than 90 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 percent majority of the remaining votes, have waived notice of the meeting.

(b) If all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver.

42. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting.

43. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

44. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. An instrument appointing a proxy shall be in such form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.

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45. The following shall apply in respect of joint ownership of shares:

(a) if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;

(b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

(c) if two or more of the joint owners are present in person or by proxy they must vote as one.

46. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other and recognize each other’s voice.

47. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members.

48. At any meeting of members all shares vote as one class and each whole share has one vote.

49. A resolution which has been notified to all members for the time being entitled to vote and which has been approved by a majority of the votes of those members in the form of one or more documents in writing or by telex, telefax, telegram, cable or other written electronic communication shall forthwith, without the need for any notice, become effectual as a resolution of the members.

50. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are not present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolution to be considered by the meeting, the meeting shall be dissolved.

51. At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose someone of their number to be the chairman. If the members are unable

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to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by approved form of proxy at the meeting shall preside as Chairman failing which the oldest individual member or representative of a member present shall take the chair.

52. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

53. At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands by simple majority unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a) by the Chairman; or

(b) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

54. Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands been carried, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

55. If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

56. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

57. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company.

58. The Chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within seven (7) days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded.

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DIRECTORS

59. The first directors of the Company shall be elected by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members for such term as the members determine. A director may be an individual or a company.

60. The minimum number of directors shall be one and the maximum number shall be seven (7).

61. Each director shall hold office until his successor takes office or until his earlier death, resignation or removal, or in the case of a company upon making of an order for the winding up or dissolution of the Company or upon the removal of a defunct company otherwise than pursuant to a winding-up order.

62. A director may be removed from office, with or without cause, by a resolution of members.

63. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

64. A vacancy in the Board of Directors may be filled by a resolution of members or by a resolution of a majority of the remaining directors.

65. With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

POWERS OF DIRECTORS

66. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorized by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

67. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. They shall also have power to change the address within The Bahamas of the registered office, which change shall be notified to the Registrar. They may also change the registered agent as they think fit from time to time.

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68. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to fixing the emoluments of directors.

69. Any director who is a body corporate may appoint any person its duly authorized representative for the purpose of representing it at meetings of the Board of Directors or with respect of unanimous written consents.

70. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of the directors, the continuing directors or director may act only for the purpose of increasing the number of directors to that number of summoning a meeting of members.

71. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.

PROCEEDINGS OF DIRECTORS

72. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside The Bahamas as the directors may determine to be necessary or desirable.

73. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognize each other’s voice.

74. A director shall be given not less than (2) days’s notice of meeting of directors, but a meeting of directors held without two (2) days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

75. A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director.

76. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one half of the total number of directors, unless there are only two (2) directors in which case the quorum shall be two (2).

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77. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act of the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

78. A resolution of directors may also be consented to in writing or by telex, telefax, telegram, cable or other written electronic communication, without the need for any notice.

79. At every meeting of the directors the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors shall preside. If there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors present shall choose someone of their number to be Chairman of the meeting.

80. The directors shall cause the following corporate records to be kept:

(a) minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members;

(b) copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members and

(c) such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company.

81. The books, records and minutes shall be kept at the registered office of the Company or at such other place as the directors determine.

82. The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors.

83. Each committee of directors has such powers and authorities as the directors, including the power and authority to affix the Seal as set forth in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors under Article 64 and 67.

84. The meetings and proceedings of each committee of directors consisting of two (2) or more members shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee.

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OFFICERS

85. The Company may by resolution of directors appoint officers of the Company at such time as shall be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a President and one or more Vice Presidents, Secretaries and Treasurers and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person.

86. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of Directors to preside at all meetings of directors and members, the Vice Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

87. The salaries of all officers shall be fixed by resolution of directors.

88. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. The directors may also revoke or vary a power previously given to an officer or agent.

CONFLICT OF INTEREST

89. If the requirements of Articles 90 and 91 are satisfied, no agreement or transaction between the Company and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators or at the meeting of the committee of directors or liquidators that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.

90. An agreement or transaction referred to in Article 89 is valid if the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the members entitled to vote at a meeting of members.

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91. In addition to the requirement set forth in Article 90, an agreement or transaction as is referred to in Article 89 must also be approved or ratified by a resolution of members.

92. A director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for purposes of determining whether the meeting is duly constituted.

INDEMNIFICATION

93. Subject to Article 94 the Company may indemnify against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or

(b) is or was, at the request of the Company, serving as a director, officer or liquidator or, or in any other capacity is or was acting for another company or a partnership, joint venture, trust or other enterprise.

94. Article 93 only applies to a person referred to in that subsection if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

95. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is in the absence of fraud, sufficient for the purposes of this Article, unless a question of law is involved.

96. The termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

97. If a person referred to in Article 93 has been successful in defence of any proceedings referred to in that Article the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

98. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is

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or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Article 93.

SEAL

99. The Company shall have a common seal and an imprint thereof shall be kept at the registered office of the Company. The directors shall provide for the safe custody of the Seal. The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorized from time to time by resolution of directors. The directors may provide for a facsimile of the Seal and of the signature of any director or authorized person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. The Company may by resolution of directors authorize the adoption and use of the one or more separate seals for use outside the Commonwealth of The Bahamas.

DIVIDENDS

100. The Company may by a resolution of directors declare and pay dividends in money, shares, or other property but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorizing the dividends, a fair and proper value for the assets to be so distributed.

101. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company.

102. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select.

103. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

104. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for three (3) years after having been declared may be forfeited by resolution of directors for the benefit of the Company.

105. No dividend shall bear interest as against the Company and no dividend shall be paid on shares described in Article 21.

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106. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.

107. In the case of a dividend of authorized but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.

108. In the case of a dividend of authorized but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

109. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares.

110. In computing the surplus for the purpose of resolving to declare and pay a dividend, the directors may include in their computation the net unrealized appreciation of the assets of the Company, and, in the absence of fraud, the decision as to the value of the assets is conclusive, unless a question of law is involved.

ACCOUNTS

111. The Company shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the Company.

112. The books of account shall be kept at the registered office of the Company, or at such other place or places as the directors think fit.

113. The directors shall unless such requirement be waived by resolution of members cause to be made out and shall serve on the members or lay before a meeting of members at some date not later than eighteen months after the incorporation of the Company and subsequent once at least in every calendar year a profit and loss account for a period in the case of the first account since the incorporation of the Company and in any other case, since the preceding account, made to a date not earlier than the date of the notice by more than twelve months, and a balance sheet as at the date to which the profit and loss account is made up. The Company’s profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit or loss of the Company for that financial period, and a true and fair view of the state of affairs of the Company as at the end of that financial period.

114. A copy of such profit and loss account and balance sheet shall be served on every member in the manner and with similar notice to that prescribed herein for calling a meeting of members or upon such shorter notice as the members may agree to accept.

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AUDIT

115. The Company may by resolution of members or directors call for the accounts to be examined by auditors at such remuneration as may be determined or fixed.

116. The auditors may be members of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office.

117. The auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not

(a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period; and

(b) all the information and explanations required by the auditors have been obtained.

118. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members.

119. Every auditor of the Company shall have a right to access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

120. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of members of the Company at which the Company’s profit and loss account and balance sheet are to be presented.

NOTICES

121. Any notice, information or written statement to be given by the Company to members must be served in the case of members holding registered shares by mail addressed to each member at the address shown in the share register and in the case of members holding shares issued to bearer, in the manner provided in the Memorandum.

122. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

123. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was mailed in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

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PENSION AND SUPERANNUATION FUNDS

124. The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or its allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always, if the Act shall so require, to particulars with respect thereto being disclosed to the members, and to the proposal being approved by the Company by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument.

ARBITRATION

125. Whenever any difference arises between the Company on the one hand and any of the members of their executors, administrators or assigns on the other hand touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act affecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two (2) arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire.

126. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event an appointed arbitrator shall die, be incapable of acting or refuse to act) for ten (10) days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

VOLUNTARY WINDING UP AND DISSOLUTION

127. The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors.

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128. If the Company shall be wound up, the Liquidator may, in accordance with a resolution of members, divide amongst the members in specie or in kind the whole or any part of the assets of the Company, and may for such purpose set such value as he deems fair on any property to be divided as aforesaid and may determine how such division shall be carried out as between the different class of members.

CONTINUATION

129. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside The Bahamas in the manner provided under those laws.

AMENDMENT TO ARTICLES

130. The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a resolution of directors.

AGENT’S REGISTER

131. The Company shall maintain a register of the name and address of an agent or attorney which may be given to the Company by the bearer, identified for this purpose by such identifying number, for service of any notice, information or written statement required to be given to members.

We, Rawson Nominees Limited and Dalia Nominees Ltd. both of P.O. Box N-4465, Nassau, Bahamas, for the purpose of incorporating an International Business Company under the laws of The Commonwealth of the Bahamas hereby subscribe our names to these Articles of Association the 15th day of May A.D. 1991 in the presence of a witness.

SUBSCRIBERS

(SGD) David Lunn President (SGD) Iris Amoury Secretary

RAWSON NOMINEES LIMITED

(SGD) David Lunn President (SGD) Iris Amoury Secretary

DALIA NOMINEES LTD.

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EX-3.38

Exhibit 3.38

NOTARIAL DEED OF A DUTCH LIMITED PARTNERSHIP

(COMMANDITAIRE VENNOOTSCHAP)

TRONOX HOLDINGS EUROPE C.V.

This day, the twentieth day of November, two thousand seven, appeared before me, Ingrid de Haan, hereinafter referred to as: “civil law notary”, acting as substitute of Steven van der Waal, civil law notary officiating in The Hague, the Netherlands:

Petrus Pancratius de Quay, born in Heerlen, the Netherlands, on the twelfth day of June, nineteen hundred sixty-six, employed at the offices of Bird & Bird in The Hague, the Netherlands, with address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, for the purposes hereof acting as a written attorney of:

1. Tronox Holdings, Inc., a company incorporated under the laws of the state of Delaware of the United States of America, having its primary address at One Leadership Square, 211 N. Robinson, Suite 300, Oklahoma City OK 73216, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 19801, United States of America, hereinafter referred to as: the “Managing Partner”; and

2. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware of the United States of America, having its primary address at One Leadership Square, 211 N. Robinson, Suite 300, Oklahoma City OK 73216, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 19801, United States of America, hereinafter referred to as: the “Limited Partner”.

The appearing person, acting as aforementioned, declared that the Managing Partner and the Limited Partner intend to be jointly active in the business relating to several investments. Thereto, they have agreed as follows:

Agreement, Name, Seat

Article 1

1. The Managing Partner and the Limited Partner hereby jointly constitute a Limited Partnership (Commanditaire Vennootschap) under the laws of the Netherlands as set forth in article 19 of the Dutch Commercial Code (Wetboek van Koophandel)

with effect as of the execution of this deed, hereinafter referred to as: the “Notarial Deed”, where under the Managing Partner shall act as the managing partner (Beherend Vennoot), and the Limited Partner shall act as the limited partner (Commanditair Vennoot). The Managing Partner and the Limited Partner hereinafter also collectively referred to as: the “Partners”, or individually as: the “Partner”, as the case may be.

2. The name of the limited partnership is: Tronox Holdings Europe C.V., hereinafter to be referred to as: the “Partnership”.

3. The Partnership has its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands.

4. In this Notarial Deed, unless the context indicates otherwise, references to the singular include a reference to the plural and vice versa.

Objects

Article 2

The objects of the Partnership are:

a. to acquire, possess, manage, sell, exchange, transfer, alienate, issue and trade in shares and other certificates of participation, bonds, funds, promissory notes, debentures, bills of exchange and other evidences of indebtedness and other securities;

b. to contract, and to grant money loans and to give security for the fulfillment of the obligations of the Partnership or of third parties;

c. to acquire:

• patents, designs, secret processes or formulas, trademarks and the like;

• royalties for the use of industrial, commercial or scientific equipment;

• remunerations for the rendering of technical assistance, managerial support and other services;

d. to invest its assets either directly or indirectly in real property and rights, situated or established outside the Netherlands which includes to acquire, own, manage, hire, let, rent, lease, parcel out, drain, develop, build upon, alienate, encumber and exploit of this real property;

e. the trade in, including the import and export and the future businesses, and to finish and process raw materials, minerals, metals, half and final manufactures and final products of any sort and under every name possible;

f. the representation and the management of the interests of third parties; and

g. to perform, as principal, agent, commission agent, manager and/or administrator, everything that is related to the foregoing or may be useful or necessary thereto, which includes to participate, to acquire and to co-operate in any other enterprises or legal entities with similar or related objects.

Ownership Interest, Participations, Capital Contribution, Capital Accounts and Current Account

Article 3

1. The Managing Partner shall have an interest in the Partnership of one-tenth percent (0.1%) whereas the Limited Partner shall have a total interest of ninety-nine and nine-tenth percent (99.9%). The interests of each Partner in the Partnership are hereinafter referred to as: the “Ownership Interest”. The Managing Partner shall keep a register of the Ownership Interest of the Partners.

2. The Partners shall make contributions in kind or in cash to the Partnership after the date hereof. For the purpose of this deed the value of a contribution in kind is determined at the fair market value at the time of contribution to the Partnership. The Managing Partner contributes to the Partnership cash in the amount of one Euro (EUR 1.00) and its know-how, expertise and working capacity. The Limited Partner contributes to the Partnership cash in the amount of nine hundred ninety-nine Euro (EUR 999.00). The capital account of each Partner as defined in paragraph 4 of this article 3 shall be credited for the respective value of its contribution to the Partnership.

3. The Partners may from time to time agree unanimously that further contributions (in kind or in cash) are required in the interest of the Partnership and that the capital of the Partnership thus should be increased.

4. A capital account shall be established for each Partner and shall be maintained throughout the duration of the Partnership. Further contributions or withdrawals of contributions of whatever amount may only be decided and shall only take place with the prior written unanimous approval of all of the Partners. For each participation a depository receipt shall be issued by the Managing Partner. Such depository receipt shall not constitute in whatever form conclusive evidence for the aggregate amount of the capital account of each Partner. The capital account of each Partner shall be credited for (i) the contribution as referred to in paragraph 2 of this article 3 and (ii) any further contributions. The capital account of each Partner shall be debited for (i) the amount of any repayment of capital or withdrawal in any form, and (ii) with any loss of the Partnership in a financial year in proportion with its Ownership Interest.

5. Any repayment of capital or withdrawal in whatever form and any distribution of profits during the continuance of the Partnership shall be subject to the prior written unanimous consent of all Partners. Distributions as a result of withdrawals

may be made in cash or in kind in which case the value of the property must be agreed by all the Partners. Distributions of cash or other property of the Partnership may be made in proportion or disproportion to the balances of the Partners’ capital accounts upon the prior written unanimous approval of the Partners as set forth above.

6. No interest shall accrue on the amounts of the capital accounts of the Partners.

7. The Partnership shall maintain in its books a current account for each of the Partners. No interest shall accrue on the amounts of the current account.

8. The Limited Partner shall never be liable for any amount in excess of its capital contribution.

9. The Managing Partner and the Limited Partner shall jointly have both legal title to and beneficial ownership of (gemeenschap) the assets of the Partnership in proportion to the Ownership Interests of the Partners.

Transfer of Ownership Interest, Admission and substitution of Partners, Participation in and by other partnerships

Article 4

1. Neither Partner shall have the right to sell, assign, encumber, mortgage, hypothecate, transfer or otherwise dispose of its Ownership Interest (in whole or in part) without the prior written unanimous consent of all Partners.

2. Admission to the Partnership of a new partner (limited or managing partner) or substitution of one of the Partners, either a Managing Partner or a Limited Partner shall always be subject to the unanimous prior written approval of all Partners.

3. In case a Partner is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all the partners (limited or managing partner) of such Partner—hereinafter referred to as: the “Upper-tier Partners”.

4. In case a limited partner of the Partnership is a transparent entity according to Dutch tax principles, any admission and/or substitution of an Upper-tier Partner shall require the prior written unanimous consent of all the Partners and all of the Upper-tier Partners.

5. If the Partnership has become a partner of another entity which is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all of the partners (limited partners and managing partners) of such entity—hereinafter referred to as: the “Lower-tier Partners”.

6. In case the Partnership wishes to become a partner (whether as a limited partner or as a managing partner) of another entity which is a transparent entity according to Dutch tax principles, or in case another entity which is a transparent entity according to Dutch tax principles wishes to become a partner in the Partnership, such other entity’s partnership agreement, statute, clauses, bylaws or other governing document or agreement, whichever applies, has to contain provisions similar to this article 4.

7. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner without the prior written unanimous consents required under this article 4 shall be null and void.

8. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner does not cause the Partnership to terminate or dissolve.

9. Any admission or substitution of a Partner, Upper-tier Partner or a Lower-tier Partner as referred to in this article 4, shall include proposed capital contributions and repayments of capital contributions on a non-pro rata basis and any transfers of interests in the Partnership among Partners.

10. By signing the registration and/or de-registration in the register referred to in article 3, paragraph 1 of this agreement the new partner or the substituting partner, as the case may be, shall have unconditionally agreed to be subject to and be bound by all the provisions of this agreement as if originally a party thereto, as per the date of such signing, or as of such other effective date as explicitly provided in this agreement.

11. Any and all Partners hereby undertake to take any and all necessary and appropriate actions required to perfect the transfer and assignment of the ownership interest following an assignment, a withdrawal or a substitution as provided for in this agreement.

12. To that effect the Partners hereby grant one another full power of attorney to perform any and all legal and other acts that are deemed necessary and/or desirable in order to effect a transfer and/or assignment as referred to hereinabove.

Authority to represent and act on behalf of the Partnership

Article 5

1. The power to represent the Partnership (vertegenwoordigingsbevoegdheid) is exclusively attributed to the Managing Partner. The Managing Partner shall also have the exclusive power to manage the daily affairs of the Partnership (beheersbevoegdheid) and the power to take major business decisions for the Partnership including the exclusive power to dispose property of the Partnership (beschikkingsbevoegdheid). The Limited Partner shall not have the powers described in the previous sentence.

2. Notwithstanding paragraph 1 of this article 5 the following legal actions require the prior unanimous approval of the Partners:

• pledge any of the Partnership’s assets or otherwise guarantee the debts or performance of any contract or obligation of third parties;

• establish or close branches or offices of the Partnership;

• alienate participations;

• sell or encumber real estate or rights relating therewith;

• borrow money, assume (bank) credits for any amount;

• lend money to third parties for any amount;

• entering into credit agreements; and

• making investments for any amount.

3. Notwithstanding paragraphs 1 and 2 of this article 5, upon prior unanimous approval of all existing Partners, a limited power of attorney may be granted to other persons or entities authorizing them to exercise any of the above mentioned legal actions for a specified period, or to terminate such a power.

Partner meetings

Article 6

1. An ordinary Partner meeting shall be held annually within six (6) months after the close of the financial year of the Partnership. During this ordinary Partner meeting, if the annual accounts and profit and loss statement of the Partnership have been presented, they will be discussed, determined and approved by the Partner meeting. Approval of the annual accounts shall discharge the Managing Partner for the performance of its duties. Each Partner has the right to call an extra-ordinary Partner meeting. At least fourteen (14) days prior to the Partner meeting the Partners shall be notified by the Managing Partner in writing with respect to the time, date and place of the Partner meeting as well as the agenda.

2. At a Partner meeting each Partner will have one vote for each of his participations as referred to in article 3, paragraph 4 of this agreement.

3. Any action required or permitted to be taken at any Partner meeting may be taken outside such a Partner meeting, provided however a written consent is signed to this effect by each of the Partners.

4. The Partner meeting will in any case be held outside the Netherlands.

5. The Managing Partner will act as chairman of the Partner meeting. If the Partnership has more than one Managing Partner, the Managing Partners shall appoint one of them to act as chairman of this meeting.

Financial Year, Annual Accounts, Profit and Loss

Article 7

1. The financial year of the Partnership is equal to the calendar year. The first financial year runs from this day until the last day of December from the current calendar year.

2. The corporate and financial records as well as the bookkeeping of the Partnership is kept by and accounted by the Managing Partner in accordance with generally accepted accounting principles recognized in the Netherlands consistently applied.

3. Within three (3) months after the end of the financial year of the Partnership, the Managing Partner shall prepare the un-audited annual accounts of the Partnership consisting of a balance sheet as of December thirty-first of said year as well as a profit and loss statement.

4. The net profits of the Partnership of the fiscal year to be determined in accordance with Dutch general accounting principles consistently applied shall be divided between the Partners in proportion with its respective Ownership Interest and the net losses of the Partnership shall be borne by the Partners in proportion with its respective Ownership Interest.

Termination, Continuance and Liquidation

Article 8

1. The Partnership can be terminated at any time by prior written unanimous consent of all the Partners.

2. By giving notice to the Managing Partner, observing a three (3) months notice, a Limited Partner can withdraw from the Partnership, in which case paragraph 6 of this article 8 applies. If there are no remaining Limited Partners, the Partnership shall be entirely terminated.

3. In the event one of the Managing Partners (i) becomes the subject of a receivership, judicial supervision, suspension or moratorium of payment, (ii) is declared bankrupt, (iii) starts involuntary or voluntary liquidation or dissolution proceedings, (iv) materially breaches any of the provisions set forth herein, the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and consequently the Partnership is terminated immediately with regard to this Managing Partner. In the event the Partnership has only one Managing Partner, the Partnership shall be entirely terminated if no substitute Managing Partner is appointed within three (3) weeks upon occurrence of an event as described in this section, unless otherwise prescribed by Dutch law.

4. In the event one of the Limited Partners (i) becomes the subject of a receivership, judicial supervision, suspension or moratorium of payment, (ii) is declared bankrupt, (iii) starts involuntary or voluntary liquidation or dissolution proceedings or (iv) materially breaches any of the provisions set forth herein:

a. the Partnership is terminated automatically with regard to this Limited Partner;

b. The Ownership Interest of the Limited Partner shall be assigned to the other Limited Partners pro rata to each of such Limited Partner’s Ownership Interest.

In the event the Partnership has only one Limited Partner, the Partnership shall be entirely terminated upon occurrence of an event as described in this section.

5. If the Partnership will be terminated partially (only with respect to the Managing Partner if paragraph 3 of this article 8 applies or with respect to a Limited Partner if paragraph 4 of this article 8 applies), the remaining Partners are obliged to distribute to the disappearing Partner or its legal successor(s) the balance of its capital account within sixty (60) days upon occurrence of the event that has led to the partial termination of the Partnership.

6. Upon termination of the entire Partnership, the Partners shall appoint a liquidator that shall commence to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. In the event no liquidator has been appointed by the Partners within two (2) weeks after termination, the Managing Partner shall act as liquidator. Furthermore the liquidator shall prepare a financial liquidation balance sheet of the Partnership and plan of liquidation.

7. The plan of liquidation shall be the following:

(i) all of the Partnership’s debts and liabilities (including but not limited to the expenses of liquidation) to persons other than the Partners shall be adequately reserved for or paid and discharged;

(ii) the amount of the capital account and the current account of each Partner as reflected on the liquidation balance sheet shall be (re)paid to each Partner; and

(iii) any reserve remaining after the return of the capital accounts shall be distributed amongst the Partners in proportion with their Ownership Interest.

8. The provisions of article 4 shall apply to this article 9 accordingly.

Miscellaneous

Article 9

1. The Partnership shall be interpreted, construed and governed in accordance with the laws of the Netherlands.

2. Any dispute that may arise between the Partners of the Partnership shall be exclusively submitted to the District Court of Rotterdam, the Netherlands.

3. There shall be no modification, amendment, change or alteration of the Partnership unless same shall be reflected in a written instrument executed by all Partners.

4. The Partnership shall be binding upon and insure to the benefit of all Partners and their respective heirs, beneficiaries, legal representatives, successors, and assignees.

5. All notices or other communications shall be made in writing by personal delivery, by registered or certified airmail, postage prepaid or by facsimile addressed to the recipient at its address as set forth in the appearance of this deed which address may be changed from time to time by notice delivered in accordance with this article.

POWER OF ATTORNEY

The powers of attorney granted to the appearing person are evidenced by two (2) written powers of attorney, which are attached to this deed.

CLOSE

The appearing person is known to me, civil law notary.

WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague, the Netherlands, on the date first written above.

Prior to the execution of this deed, I, civil law notary, informed the appearing person of the substance of the deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result for the parties from the contents of this deed.

Subsequently, the appearing person declared to have taken note of the contents of this deed after timely being given the opportunity thereto and waived a full reading of this deed.

Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary.

(Followed by signatures)

ISSUED FOR TRUE COPY, by me, Ingrid de Haan, acting as substitute of Steven van der Waal, civil law notary officiating in The Hague, the Netherlands.

The Hague, the Netherlands, November 20, 2007

AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT

TRONOX HOLDINGS EUROPE C.V.

On this day, the nineteenth day of September, two thousand and eight, appeared before me, Renatus Martinus Rieter, civil law notary officiating at Amsterdam, the Netherlands:

Monique Johanna Engelina Klein Kiskamp, born in Enschede, the Netherlands on the first day of January nineteen hundred seventy-three, for these purposes electing as her place of residence the office of the aforementioned notary, Strawinskylaan 3051, 1077 ZX Amsterdam, for the purposes hereof acting as a written attorney of:

1. Tronox Holdings, Inc., a company incorporated under the laws of the state of Delaware, United States of America, having its primary address at One Leadership Square, 211 N. Robinson, Suite 300, Oklahoma City OK 73216, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 19801, United States of America, hereinafter referred to as: the “Managing Partner”; and

2. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its primary address at One Leadership Square, 211 N. Robinson, Suite 300, Oklahoma City OK 73216, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 19801, United States of America, hereinafter referred to as: the “Limited Partner”.

The appearing person, acting as aforementioned, declared:

WHEREAS:

a. The Managing Partner and the Limited Partner together constitute a limited partnership (commanditaire vennootschap) under the laws of the Netherlands: Tronox Holdings Europe C.V. (the “Partnership”), entered into on the twentieth day of November, two thousand seven, by a notarial deed executed before a substitute of Steven van der Waal, civil law notary, officiating in The Hague, the Netherlands (the “Limited Partnership Agreement”), a copy of which is attached to this deed as Annex I;

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b. the Limited Partner is the limited partner (stille vennoot) and the Managing Partner is the managing partner (beherend vennoot) of the Partnership;

c. the Managing Partner has an interest in the Partnership of one-tenth percent (0.1%) whereas the Limited Partner has a total interest of ninety-nine and nine-tenth percent (99.9%) in the Partnership;

d. parties wish to change article 8 of the Limited Partnership Agreement;

e. the parties wish to consent to the transaction mentioned above under d. in writing and amend the Limited Partnership Agreement accordingly by this written instrument (the “Amendment”);

f. this Amendment can also be qualified as a resolution in writing of the Partner meeting in accordance with article 6, paragraph 3 of the Limited Partnership Agreement;

g. the Partnership interests have not been encumbered with a right of pledge or any other limited right, except for a first priority disclosed right of pledge (openbaar pandrecht eerste in rang) over sixty-five percent (65%) of the Partnership interests of both the Managing Partner and the Limited Partner, created in favour of Lehman Commercial Paper Inc., a corporation organized and existing under the laws of the state of New York, United States of America, which corporation has granted its prior written consent to the Amendment (and the resolution of the Partner meeting contained therein), as appears from a notice dated the ##th day of September, two thousand and eight, a copy of which is attached to this deed as Annex II;

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Parties agree that article 8 of the Limited Partnership Agreement shall be amended with effect of today and shall henceforth read as follows:

“1. The Partnership can be terminated at any time by prior written unanimous consent of all the Partners.

2. By giving notice to the Managing Partner, observing a three (3) months notice, a Limited Partner can withdraw from the Partnership, in which case paragraph 7 of this article 8 applies. If there are no remaining Limited Partners, the Partnership shall be entirely terminated.

3. In the event one of the Managing Partners materially breaches any of the provisions set forth herein, the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and consequently the Partnership is terminated immediately with regard to this Managing Partner.

In the event the Partnership has only one Managing Partner, the Partnership shall be entirely terminated if no substitute Managing Partner is appointed within three (3) weeks upon occurrence of an event as described in this paragraph 3, unless otherwise prescribed by Dutch law.

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4. In the event one of the Limited Partners materially breaches any of the provisions set forth herein:

a. the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and the Partnership is terminated automatically with regard to this Limited Partner; and

b. the Ownership Interest of the Limited Partner shall be assigned to the other Limited Partners pro rata to each of such Limited Partner’s Ownership Interest.

In the event the Partnership has only one Limited Partner, the Partnership shall be entirely terminated upon occurrence of an event as described in this paragraph 4.

5. For the avoidance of doubt, in the event one of the Managing Partners or one of the Limited Partners (i) becomes the subject of a receivership, judicial supervision, suspension or moratorium of payment, (ii) is declared bankrupt, or (iii) starts involuntary or voluntary liquidation or dissolution proceedings (each such event an “Insolvency Event”), the Partnership shall not be terminated upon occurrence of an Insolvency Event, nor shall the Partnership be terminated partially with regard to the Limited Partner or Managing Partner subject to such an Insolvency Event.

6. If the Partnership will be terminated partially (only with respect to a Managing Partner if paragraph 3 of this article 8 applies or with respect to a Limited Partner if paragraph 4 of this article 8 applies), the remaining Partners are obliged to distribute to the disappearing Partner or its legal successor(s) the balance of its capital account within sixty (60) days upon occurrence of the event that has led to the partial termination of the Partnership.

7. Upon termination of the entire Partnership, the Partners shall appoint a liquidator that shall commence to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. In the event no liquidator has been appointed by the Partners within two (2) weeks after termination, the Managing Partner shall act as liquidator. Furthermore the liquidator shall prepare a financial liquidation balance sheet of the Partnership and a plan of liquidation.

8. The plan of liquidation shall be the following:

(i) all of the Partnership’s debts and liabilities (including but not limited to the expenses of liquidation) to persons other than the Partners shall be adequately reserved for or paid and discharged;

(ii) the amount of the capital account and the current account of each Partner as reflected on the liquidation balance sheet shall be (re)paid to each Partner;

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DEED OF CHANGE OF MANAGING PARTNER, NOVATION AND DISTRIBUTION

RELATING TO TRONOX HOLDINGS EUROPE C.V.

On this day, the twenty-eighth day of October, two thousand and ten, appeared before me, Renatus Martinus Rieter, civil law notary officiating in The Hague, The Netherlands:

Pauline Marije Vos, born at Zwolle, the Netherlands, on the fifth day of October nineteen hundred seventy, employed at Bird & Bird in the Hague, The Netherlands, with office address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, for the purposes hereof acting as a written attorney of:

1. Tronox B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat at Amsterdam, the Netherlands and having its business address at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, registered with the trade register of the Chambers of Commerce in Amsterdam under nr. 34134165 acting: (a) in its own name (as such “Tronox B.V.”) and (b) as managing partner (beherend vennoot) and for the risk and benefit of:

Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands, and registered with the Dutch trade register under number: 24424862, this partnership hereinafter referred to as: the “Partnership”;

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2. Tronox Holdings, Inc., a company incorporated under the laws of the state of Delaware, United States of America, having its primary address at 3301 NW 150^th, Oklahoma City OK 73134, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 19801, United States of America (“Tronox Holdings”), acting as limited partner (stille vennoot) of the Partnership;

3. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its primary address at One Leadership Square, 211 N. Robinson, Suite 300, Oklahoma City OK 73216, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 19801, United States of America, (“Tronox Worldwide”); and

4. Tronox Pigments (Netherlands) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its corporate seat at Amsterdam, the Netherlands and having its business address at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, registered with the trade register of the Chambers of Commerce in Amsterdam under nr. 34132314 (“Tronox Pigments Netherlands”).

The appearing person, acting as aforementioned, declared:

WHEREAS:

(A) The Partnership was established by notarial deed dated the twentieth day of November two thousand and seven by and between Tronox Holdings as the managing partner (beherend vennoot) and Tronox Worldwide as the limited partner (stille vennoot) and was amended by notarial deed dated the nineteenth day of September two thousand and eight executed before R.M. Rieter, civil law notary in Amsterdam (the “Partnership Agreement”).

(B) Pursuant to a notarial deed executed on the nineteenth day of May two thousand and ten before Renatus Martinus Rieter, civil law notary officiating in The Hague, the Netherlands (“Notary”), the Partnership Agreement was further amended and Tronox Worldwide became the managing partner of the Partnership and Tronox Holdings became the limited partner of the Partnership. The Partnership Agreement, as further amended on the aforementioned nineteenth day of May two thousand and ten, is attached hereto as Annex I.

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(C) Furthermore, pursuant to a second notarial deed executed on the nineteenth day of May two thousand and ten before the Notary, Tronox Worldwide (the sole shareholder of Tronox B.V.), novated the Partnership Agreement to Tronox B.V. and (in connection with this novation) transferred its interest in the Partnership to Tronox B.V. by way of voluntary non-stipulated share premium contribution on its shares in Tronox BV, so that (i) Tronox B.V. replaced, as per the nineteenth day of May two thousand and ten, Tronox Worldwide as the managing partner of the Partnership, (ii) Tronox Worldwide withdrew (uittreden) from the Partnership; and (iii) and Tronox B.V. as the new managing partner and Tronox Holdings as the limited partner continued (voortzetten) the Partnership, under the terms and conditions as laid down in the Partnership Agreement.

(D) Pursuant to article 3 paragraph 9 of the Partnership Agreement, the managing partner and the limited partner (together the “Partners”) jointly have legal title to and beneficial ownership of the assets of the Partnership in proportion to each Partner’s interest in the Partnership (each such partnership interest a “Partnership Interest”). As per the date hereof, Tronox Holding’s Partnership Interest is one-tenth percent (0.1%) (and consequently, Tronox B.V. is legally (juridisch) and beneficially (economisch) entitled to one-tenth percent (0.1%) of the Partnership’s assets) and Tronox B.V.’s Partnership Interest is ninety-nine and nine-tenth percent (99.9%) (and consequently, Tronox B.V. is Tronox B.V. is legally and beneficially entitled to ninety-nine and nine-tenth percent (99.9%) of the Partnership’s assets).

(E) The assets of the Partnership include the entire issued share capital of Tronox Pigments Netherlands B.V. (“Tronox Pigments Netherlands”), consisting of two hundred and one (201) shares, each with a nominal value of EUR 100. With a view to article 3 paragraph 9 of the Partnership Agreement, two hundred (200) of the shares in Tronox Pigments Netherlands, numbered 1 up to and including 200, (the “Tronox Pigments Netherlands Shares”) to Tronox Worldwide are legally and beneficially owned by Tronox B.V. and one (1) share in Tronox Pigments Netherlands is legally and beneficially owned by Tronox Holdings.

(F) The parties hereto (the “Parties”) have agreed that, subject to the terms and conditions laid down in this notarial deed and agreement (the “Deed”), Tronox B.V., acting as managing partner of the Partnership, shall novate and assign the Partnership Agreement to Tronox Worldwide so that Tronox Worldwide will, as per the date hereof (the “Effective Date”), replace Tronox B.V. as the managing partner of the Partnership and Tronox B.V. shall withdraw (uittreden) from the Partnership (the “Novation”).

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(G) The Parties hereto (the “Parties”) have furthermore agreed that, subject to the terms and conditions laid down in this Deed:

(i) Tronox B.V.’s Partnership Interest (including the Tronox Pigments Netherlands Shares) shall, in connection with said Novation, be assigned, distributed and transferred to Tronox Worldwide by way of a distribution in kind on the shares held by Tronox Worldwide in Tronox B.V. (the “Tronox BV Shares”); and

(ii) Tronox Worldwide, as the new managing partner and Tronox Holdings as the limited partner shall continue (voortzetten), under the terms and conditions as laid down in the Partnership Agreement, the Partnership.

(H) The Parties acknowledge that the Partnership Interests have not been encumbered with a right of pledge or any other limited right.

(I) The Parties acting in their capacity of Partners of the Partnership, hereby resolve and agree that this Deed shall be deemed to qualify as a written resolution by the Partner meeting as referred to in clause 6 paragraph 3 of the Partnership Agreement.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Article 1

Change of Managing Partner; Novation Partnership Agreement and continuation of the Partnership

1.1 The Parties agree that as of the Effective Date, Tronox Worldwide shall be the managing partner (beherend vennoot) of the Partnership and Tronox Holdings shall be the limited partner (stille vennoot) of the Partnership. The Ownership Interest (as defined in the Partnership agreement) of Tronox Worldwide and of Tronox Holdings shall not change.

1.2 The Parties furthermore agree that the Partnership Agreement is hereby novated to Tronox Worldwide so that:

(a) Tronox Worldwide is substituted for Tronox B.V. (who hereby withdraws from the Partnership) as a party, more specifically as the managing partner, under the Partnership Agreement (the “Substitution”);

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(b) the Partnership is hereby continued (voortgezet) by and between Tronox Worldwide as the new managing partner and Tronox Holdings as the limited partner on the same terms and conditions as laid down in the Partnership Agreement attached as Annex I to this Deed, which Partnership Agreement continues as an agreement between Tronox Worldwide as the managing partner one the one hand and Tronox Holdings as the limited partner on the other hand on the same terms and conditions except that references to Tronox B.V. as the managing partner will be read and construed as if they were references to Tronox Worldwide as the managing partner of the Partnership;

(c) Tronox Worldwide is bound by and shall comply with the provisions of the Partnership Agreement and assumes all of the rights and benefits of Tronox Worldwide under the Partnership Agreement.

1.3 The Parties acknowledge that the Novation and Substitution in the manner as laid down in this Deed (may) deviate from the provisions regarding admission and substitution of a Partner as laid down in clause 4 (more specifically clause 4 paragraph 9) of the Partnership Agreement. To the extent required, the Parties hereby explicitly grant their consent to the Novation and Substitution in the manner as laid down in this Deed and agree that upon signing of this Deed, thereby effectuating of the Novation, the Substitution as well as the Distribution referred to in Clause 2 below, the Partnership shall be released and discharged from its obligation to repay Tronox B.V. its capital contribution and Tronox Worldwide shall be released and discharged from its obligation to make a capital contribution to the Partnership.

Distribution in kind of the Partnership Interest to Tronox Worldwide

Article 2

2.1 In connection with the Novation, Tronox B.V. hereby assigns, distributes and transfers its Partnership Interest to Tronox Worldwide including inter alia the Tronox Pigments Netherlands Shares, who hereby accepts from Tronox B.V., the Partnership Interest including inter alia the Tronox Pigments Netherlands Shares, as a distribution in kind from the share premium reserve on the Tronox BV Shares (the “Distribution”).

2.2 The Parties acknowledge and agree that the Partnership Interest is assigned, distributed and transferred by Tronox B.V. to Tronox Worldwide against book value of such Partnership Interest and that the share premium reserve (agio reserve) of Tronox B.V. permits such Distribution.

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2.3 The Partnership Interest is economically for the account and risk of Tronox Worldwide as of the date of this Deed.

2.4 Tronox Pigments Netherlands hereby acknowledges the transfer of the Tronox Pigments Netherlands Shares to Tronox Worldwide and shall cause such transfer to be entered into its shareholders’ register.

2.5 The blocking provision (blokkeringsregeling) in the articles of association of Tronox Pigments Netherlands, requiring the approval of the general meeting of shareholders, has been observed, as appears from the attached document (Annex II).

2.6 The provisions of section 2:204c DCC do not apply with regard to the Distribution embodied in this Deed, since there is no consideration to be paid for the distributed Partnership Interest, and moreover, Tronox B.V. has been registered with the Trade Register in the Netherlands for more than two (2) years.

Article 3

Entire Agreement

This Deed, together with the documents referred to in it and including any agreements resulting here from, contains the entire agreement between the Parties relating to the transactions contemplated by this Deed and supersedes all prior drafts, previous agreements, arrangements and understandings, whether in writing or oral, between the Parties relating to these transactions except to the extent that they are repeated in this Deed.

Article 4

Amendments

This Deed may not be amended, supplemented or changed except by a written instrument signed by the Parties, nor may any provision of this Deed be waived, except by a written instrument making specific reference to this Deed signed by the Party against whom enforcement of any such amendment, supplement, change or waiver is sought.

Article 5

Assignment

None of the rights or obligations under this Deed may be assigned or transferred without the prior written consent of all of the Parties.

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Article 6

Severability

If one or more provisions of this Deed is held by any court of competent jurisdiction to be, wholly or partially, illegal, void invalid or unenforceable, the remaining provisions shall remain in force. The Parties undertake to replace the invalid or the unenforceable provisions of this Deed by provisions which are effective and which - taking into account the object and purpose of this Deed - deviate as little as possible from the invalid provisions.

Article 7

Rescission

The Parties waive their respective rights to rescind this Deed.

Article 8

Further assurance

The Parties shall, and shall procure that their agents, employees and subcontractors shall, do all things reasonably necessary, including executing any additional documents and instrument, to give full effect to the terms and conditions of this Deed.

Article 9

Governing law and competent court

9.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands.

9.2 Any issue or dispute, controversy or claim arising out of or in connection with this Deed, or the breach, termination or invalidity thereof, whether any such disputes are contractual or non contractual in nature, shall be submitted to the competent courts in The Hague, the Netherlands.

POWERS OF ATTORNEY/ATTACHMENTS

1. The powers of attorney granted to the appearing person are evidenced by two (4) written powers of attorney, which are attached to this deed.

2. Furthermore to this deed attached is the Partnership Agreement (Annex I) and the approval of the shareholders of Tronox Pigments Netherlands for the transfer of the Tronox Pigments Netherlands Shares (Annex II).

FINAL PROVISION

The appearing person is known to me, civil law notary.

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WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague on the date first written above.

Prior to the execution of this Deed, I, civil law notary, informed the appearing person of the substance of the Deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result from this Deed.

Subsequently, the appearing person declared to have taken note of the contents of this Deed after timely being given the opportunity thereto and waived a full reading of this Deed.

Immediately after a limited reading, this Deed was signed by the appearing person and me, civil law notary.

(Signed by the appearing person and the notary.)

ISSUED AS TRUE COPY

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DEED OF ADHERENCE, TRANSFER

AND AMENDMENT TO PARTNERSHIP AGREEMENT

TRONOX HOLDINGS EUROPE C.V.

On this day, the twenty-fifth day of June, two thousand and twelve, appeared before me, Renatus Martinus Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), The Netherlands:

Pauline Marije Vos, born at Zwolle, the Netherlands on the fifth day of October nineteen hundred seventy, employed at Bird & Bird, LLP, in The Hague, the Netherlands, with office address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, for the purposes hereof acting as a written attorney of:

1. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America (“Tronox Worldwide”); for the purposes hereof acting: as managing partner (beherend vennoot) of and as such in the name and on behalf of: Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands, and registered with the Dutch trade register under number: 24424862, this partnership hereinafter referred to as: the “Partnership”,

2. Tronox Holdings, Inc., a company incorporated under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 1980, United States of America, registered with the Secretary of State of the State of Delaware under number 2061208 (“Tronox Holdings”), for the purposes hereof acting: as limited partner (commanditaire vennoot) of the Partnership;

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3. Tronox Limited (ACN 153 348 111), a public company limited by shares and incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“Tronox Ltd”), for the purposes hereof acting: as limited partner (commanditaire vennoot) of the Partnership; and

4. Tronox Global Holdings Pty Ltd (ACN 154 691 826), a proprietary company limited by shares incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“TGH”).

Tronox Worldwide, Tronox Holdings and Tronox Ltd also jointly referred to as: the “Partners” and separately the “Partner”,

Tronox Worldwide, Tronox Holdings, Tronox Ltd and TGH also jointly referred to as: the “Parties”.

The appearing person, acting as aforementioned, declared:

WHEREAS:

(A) The Partnership was established by notarial deed dated the twentieth day of November two thousand and seven, as amended by notarial deeds dated (i) the nineteenth day of September, two thousand and eight, (ii) the nineteenth day of May, two thousand and ten and (iii) the twenty-second day of June, two thousand and twelve (the “Partnership Agreement”). As of the twenty-eighth day of October, two thousand and ten, Tronox Worldwide is the managing partner of the Partnership.

(B) Pursuant to article 3 paragraph 9 of the Partnership Agreement, the managing partner and the limited partners (together the “Partners”) jointly have legal title to and beneficial ownership of the assets of the Partnership in proportion to each Partner’s interest in the Partnership (each such partnership interest a “Partnership Interest”). As per the date hereof, Tronox Worldwide’s Partnership Interest is thirty-nine and nine-hundred ninety-six thousandth percent (39.996%), Tronox Holdings’ Partnership Interest is four-thousandth percent (0.004%) (the “Tronox Holdings’ Partnership Interest”) and Tronox Ltd’s Partnership Interest is sixty percent (60.000%).

(C) Tronox Holdings wishes to cease being a partner in the Partnership and to assign and transfer the Tronox Holdings’ Partnership Interest to TGH who wishes to become a partner and adhere to the Partnership Agreement. After the adherence of TGH to the Partnership Agreement and transfer of the Tronox Holdings’ Partnership Interest, Tronox Worldwide’s Partnership Interest will be thirty-nine

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and nine-hundred ninety-six thousandth percent (39.996%), TGHs’ Partnership Interest will be four-thousandth percent (0.004%) and Tronox Ltd’s Partnership Interest will be sixty percent (60.000%).

(D) The change in Partnership Interests will be effectuated by way of (i) TGH becoming a partner to the Partnership, and Tronox Holdings ceasing to be a partner to the Partnership, and (ii) assignment, distribution and transfer of the Tronox Holdings’ Partnership Interest by Tronox Holdings to TGH.

(E) Currently, Tronox Worldwide, Tronox Holdings and Tronox Ltd are the sole members of Tronox Holdings Coöperatief U.A., a cooperative (coöperatie) with excluded liability organised under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, and with business address: Prof. Gerbrandyweg 2, 3197KK Rotterdam-Botlek, the Netherlands, registered in the trade register under number 55056113, (the “Coop”).

(F) The assets of the Partnership include the member capital account in the Coop of Tronox Holdings (the “Tronox Holdings Member Capital Account”).

(G) The change in Partnership Interest as referred to under (D) will also include (i) TGH becoming a member to the Coop, and Tronox Holdings ceasing to be a member to the Coop, and (ii) assignment, and transfer of by Tronox Holdings to TGH of the Tronox Holdings Member Capital Account.

(H) In connection with the entering of TGH to the Partnership Agreement, the Partners and TGH have (inter alia) agreed that TGH shall become a partner of the Partnership and adhere to the Partnership Agreement.

(I) In connection with the changes in Partnership Interests, the Parties wish to amend the Partnership Agreement.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Article 1

Adherence and Cease to the Partnership Agreement

1.1 TGH hereby becomes a party to the Partnership Agreement as a limited partner (commanditaire vennoot) with a legal title to and beneficial ownership of the assets of the Partnership for four-thousandth percent (0.004%) and shall, as from the date hereof, observe, perform and be bound by all terms and conditions of the Partnership Agreement.

1.2 Each of the Partners hereby accepts TGH as a party to the Partnership Agreement as a limited partner (commanditaire vennoot) as from the date hereof and hereby covenants that TGH shall be entitled, as from the date hereof, to the benefit of the terms of the Partnership Agreement.

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1.3 Per the same moment TGH becomes a party to the Partnership Agreement, Tronox Holdings ceases to be a party to the Partnership Agreement, and shall no longer be entitled to the benefit of the terms of the Partnership Agreement. Each of the Partners hereby dismisses Tronox Holdings as a party to the Partnership Agreement as per that moment.

1.4 The Partners and TGH hereby agree that pursuant to the adherence of TGH as a limited partner (commanditaire vennoot) to the Partnership Agreement, the Partnership Interests will be as follows:

• the Partnership Interest of Tronox Ltd will be sixty percent (60.000%);

• the Partnership Interest of TGH will be four thousandth percent (0.004%); and

• the Partnership Interest of Tronox Worldwide will thirty-nine and nine-hundred ninety-six thousandth percent (39.996%).

1.5 The unanimous written prior approval of the Partners for the admission of TGH as a limited partner (commanditaire vennoot) to the Partnership Agreement was, in accordance with article 4 of the Partnership Agreement, granted on the twenty-second day of June two thousand twelve (the “Partner Resolution”). A (fax) copy of the Partner Resolution is attached to this Deed as Annex I.

1.6 Pursuant to a deed of pledge of Partnership Interests, executed on the eighth day of February two thousand and twelve, between Tronox Worldwide and Tronox Holdings, acting for themselves and as partners of the Partnership as pledgors and Goldman Sachs Bank USA as pledgee (the “Bank”) and the Partnership, represented by Tronox Worldwide as managing partner (beherend vennoot), the Tronox Holdings’ Partnership Interest and the Tronox Worldwide’s Partnership Interest are subject to a first priority disclosed right of pledge (openbaar pandrecht eerste in rang) for the benefit of the Bank (the “Pledge Deed”). The Bank has, in accordance with 4.4.1 of the Pledge Deed, granted its prior written consent to the Partner Resolution. A (fax) copy of the consent is attached to this Deed as Annex II.

Article 2

Admission and Dismissal to the Coop

2.1 Tronox Worldwide, Tronox Holdings and Tronox Ltd currently are the sole members of the Coop. TGH hereby requests admission to the Coop. In conformity with article 4.1 of the articles of association of the Coop, and as permitted by article 21.1 of the articles of association of the Coop, Tronox Worldwide, Tronox Holdings and Tronox Ltd hereby unanimously resolve to grant admission to TGH as member of the Coop as per the moment the transfer as referred to in article 3 becomes effective, which admission hereby is accepted by TGH.

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TGH, as new member of the Coop, hereby declares to have considered and acquainted itself with the articles of association of the Coop.

2.2 Pursuant to article 6.1 (d) of the articles of association of the Coop, Tronox Holdings will cease to be a member of the Coop as per the moment the transfer as referred to in article 3 becomes effective.

2.3 Tronox Holdings and TGH will notify the Coop of the change of membership and will ask the Coop to register the same in its members’ register.

Article 3

Transfer Partnership Interests

3.1 Tronox Holdings hereby assigns, distributes and transfers the Tronox Holdings Partnership Interest, including (inter alia) the Tronox Holdings Member Capital Account, to TGH, and TGH hereby accepts the Tronox Holdings Partnership Interest, including (inter alia) the Tronox Holdings Member Capital Account.

3.2 Tronox Holdings and TGH acknowledge and agree that the Tronox Holdings Partnership Interest, including (inter alia) the Tronox Holdings Member Capital Account are assigned, distributed and transferred to TGH against book value thereof.

3.3 The assigned distributed and transferred Tronox Holdings Partnership Interest, including (inter alia) the Tronox Holdings Member Capital Account are economically for the account and risk of TGH as per the date hereof.

Article 4

Amendment to Partnership Agreement

In connection with the adherence of TGH as limited partner (commanditaire vennoot) to the Partnership Agreement, the Partners have resolved, in the aforementioned Partner Resolution, to amend the Partnership Agreement and hereby wish to amend the Partnership Agreement as follows:

Article 3.1 of the Partnership Agreement shall be amended and shall read as follows:

“1. The Managing Partner, being Tronox Worldwide LLC shall have an interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%), Tronox Limited shall have a total interest of sixty percent (60.000%) and Tronox Global Holdings Pty Ltd shall have a total interest of four thousandth percent (0.004%). The interests of each Partner in the Partnership are hereinafter referred to as: the “Ownership Interest”. The Managing Partner shall keep a register of the Ownership Interest of the Partners.”

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The Partners and TGH hereby establish that, after the amendment, the full text of the Partnership Agreement reads as follows:

“Agreement, Name, Seat

Article 1

1. The Managing Partner and the Limited Partners hereby jointly constitute a Limited Partnership (Commanditaire Vennootschap) under the laws of the Netherlands as set forth in article 19 of the Dutch Commercial Code (Wetboek van Koophandel) with effect as of the execution of this deed, hereinafter referred to as: the “Notarial Deed”, where under the Managing Partner shall act as the managing partner (Beherend Vennoot), and each of the Limited Partners shall act as a limited partner (Commanditair Vennoot). The Managing Partner and the Limited Partners hereinafter also collectively referred to as: the “Partners”, or individually as: the “Partner”, as the case may be.

2. The name of the limited partnership is: Tronox Holdings Europe C.V., hereinafter to be referred to as: the “Partnership”.

3. The Partnership has its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands.

4. In this Notarial Deed, unless the context indicates otherwise, references to the singular include a reference to the plural and vice versa.

Objects

Article 2

The objects of the Partnership are:

a. to acquire, possess, manage, sell, exchange, transfer, alienate, issue and trade in shares and other certificates of participation, bonds, funds, promissory notes, debentures, bills of exchange and other evidences of indebtedness and other securities;

b. to contract, and to grant money loans and to give security for the fulfillment of the obligations of the Partnership or of third parties;

c. to acquire:

• patents, designs, secret processes or formulas, trademarks and the like;

• royalties for the use of industrial, commercial or scientific equipment;

• remunerations for the rendering of technical assistance, managerial support and other services;

d. to invest its assets either directly or indirectly in real property and rights, situated or established outside the Netherlands which includes to acquire, own, manage, hire, let, rent, lease, parcel out, drain, develop, build upon, alienate, encumber and exploit of this real property;

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e. the trade in, including the import and export and the future businesses, and to finish and process raw materials, minerals, metals, half and final manufactures and final products of any sort and under every name possible;

f. the representation and the management of the interests of third parties; and

g. to perform, as principal, agent, commission agent, manager and/or administrator, everything that is related to the foregoing or may be useful or necessary thereto, which includes to participate, to acquire and to co-operate in any other enterprises or legal entities with similar or related objects.

Ownership Interest, Participations, Capital Contribution, Capital Accounts and Current Account

Article 3

1. The Managing Partner, being Tronox Worldwide LLC shall have an interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%), Tronox Limited shall have a total interest of sixty percent (60.000%) and Tronox Global Holdings Pty Ltd shall have a total interest of four thousandth percent (0.004%). The interests of each Partner in the Partnership are hereinafter referred to as: the “Ownership Interest”. The Managing Partner shall keep a register of the Ownership Interest of the Partners.

2. For the purpose of this deed the value of a contribution in kind is determined at the fair market value at the time of contribution to the Partnership. The capital account of each Partner as defined in paragraph 4 of this article 3 shall be credited for the respective value of its contribution to the Partnership.

3. The Partners may from time to time agree unanimously that further contributions (in kind or in cash) are required in the interest of the Partnership and that the capital of the Partnership thus should be increased.

4. A capital account shall be established for each Partner and shall be maintained throughout the duration of the Partnership. Further contributions or withdrawals of contributions of whatever amount may only be decided and shall only take place with the prior written unanimous approval of all of the Partners. For each participation a depository receipt can be issued by the Managing Partner. Such depository receipt shall not constitute in whatever form conclusive evidence for the aggregate amount of the capital account of each Partner. The capital account of each Partner shall be credited for (i) the contribution as referred to in paragraph 2 of this article 3 and (ii) any further contributions. The capital account of each Partner shall be debited for (i) the amount of any repayment of capital or withdrawal in any form, and (ii) with any loss of the Partnership in a financial year in proportion with its Ownership Interest.

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5. Any repayment of capital or withdrawal in whatever form and any distribution of profits during the continuance of the Partnership shall be subject to the prior written unanimous consent of all Partners. Distributions as a result of withdrawals may be made in cash or in kind in which case the value of the property must be agreed by all the Partners. Distributions of cash or other property of the Partnership may be made in proportion or disproportion to the balances of the Partners’ capital accounts upon the prior written unanimous approval of the Partners as set forth above.

6. No interest shall accrue on the amounts of the capital accounts of the Partners.

7. The Partnership shall maintain in its books a current account for each of the Partners. No interest shall accrue on the amounts of the current account.

8. The Limited Partners shall never be liable for any amount in excess of its capital contribution.

9. The Managing Partner and the Limited Partners shall jointly have both legal title to and beneficial ownership of (gemeenschap) the assets of the Partnership in proportion to the Ownership Interests of the Partners.

Transfer of Ownership Interest, Admission and substitution of Partners, Participation in and by other partnerships

Article 4

1. Neither Partner shall have the right to sell, assign, encumber, mortgage, hypothecate, transfer or otherwise dispose of its Ownership Interest (in whole or in part) without the prior written unanimous consent of all Partners.

2. Admission to the Partnership of a new partner (limited or managing partner) or substitution of one of the Partners, either a Managing Partner or a Limited Partner shall always be subject to the unanimous prior written approval of all Partners.

3. In case a Partner is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all the partners (limited or managing partner) of such Partner - hereinafter referred to as: the “Upper-tier Partners”.

4. In case a limited partner of the Partnership is a transparent entity according to Dutch tax principles, any admission and/or substitution of an Upper-tier Partner shall require the prior written unanimous consent of all the Partners and all of the Upper-tier Partners.

5. If the Partnership has become a partner of another entity which is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all of the partners (limited partners and managing partners) of such entity - hereinafter referred to as: the “Lower-tier Partners”.

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6. In case the Partnership wishes to become a partner (whether as a limited partner or as a managing partner) of another entity which is a transparent entity according to Dutch tax principles, or in case another entity which is a transparent entity according to Dutch tax principles wishes to become a partner in the Partnership, such other entity’s partnership agreement, statute, clauses, bylaws or other governing document or agreement, whichever applies, has to contain provisions similar to this article 4.

7. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner without the prior written unanimous consents required under this article 4 shall be null and void.

8. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner does not cause the Partnership to terminate or dissolve.

9. Any admission or substitution of a Partner, Upper-tier Partner or a Lower-tier Partner as referred to in this article 4, shall include proposed capital contributions and repayments of capital contributions on a non-pro rata basis and any transfers of interests in the Partnership among Partners.

10. By signing the registration and/or de-registration in the register referred to in article 3, paragraph 1 of this agreement the new partner or the substituting partner, as the case may be, shall have unconditionally agreed to be subject to and be bound by all the provisions of this agreement as if originally a party thereto, as per the date of such signing, or as of such other effective date as explicitly provided in this agreement.

11. Any and all Partners hereby undertake to take any and all necessary and appropriate actions required to perfect the transfer and assignment of the ownership interest following an assignment, a withdrawal or a substitution as provided for in this agreement.

12. To that effect the Partners hereby grant one another full power of attorney to perform any and all legal and other acts that are deemed necessary and/or desirable in order to effect a transfer and/or assignment as referred to hereinabove.

Authority to represent and act on behalf of the Partnership

Article 5

1. The power to represent the Partnership (vertegenwoordigingsbevoegdheid) is exclusively attributed to the Managing Partner. The Managing Partner shall also have the exclusive power to manage the daily affairs of the Partnership

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(beheersbevoegdheid) and the power to take major business decisions for the Partnership including the exclusive power to dispose property of the Partnership (beschikkingsbevoegdheid). A Limited Partner shall not have the powers described in the previous sentence.

2. Notwithstanding paragraph 1 of this article 5 the following legal actions require the prior unanimous approval of the Partners:

• pledge any of the Partnership’s assets or otherwise guarantee the debts or performance of any contract or obligation of third parties;

• establish or close branches or offices of the Partnership;

• alienate participations;

• sell or encumber real estate or rights relating therewith;

• borrow money, assume (bank) credits for any amount;

• lend money to third parties for any amount;

• entering into credit agreements; and

• making investments for any amount.

3. Notwithstanding paragraphs 1 and 2 of this article 5, upon prior unanimous approval of all existing Partners, a limited power of attorney may be granted to other persons or entities authorizing them to exercise any of the above mentioned legal actions for a specified period, or to terminate such a power.

Partner meetings

Article 6

1. An ordinary Partner meeting shall be held annually within six (6) months after the close of the financial year of the Partnership. During this ordinary Partner meeting, if the annual accounts and profit and loss statement of the Partnership have been presented, they will be discussed, determined and approved by the Partner meeting. Approval of the annual accounts shall discharge the Managing Partner for the performance of its duties. Each Partner has the right to call an extra-ordinary Partner meeting. At least fourteen (14) days prior to the Partner meeting the Partners shall be notified by the Managing Partner in writing with respect to the time, date and place of the Partner meeting as well as the agenda.

2. At a Partner meeting each Partner will have one vote for each of his participations as referred to in article 3, paragraph 4 of this agreement.

3. Any action required or permitted to be taken at any Partner meeting may be taken outside such a Partner meeting, provided however a written consent is signed to this effect by each of the Partners.

4. The Partner meeting will in any case be held outside the Netherlands.

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5. The Managing Partner will act as chairman of the Partner meeting. If the Partnership has more than one Managing Partner, the Managing Partners shall appoint one of them to act as chairman of this meeting.

Financial Year, Annual Accounts, Profit and Loss

Article 7

1. The financial year of the Partnership is equal to the calendar year.

2. The corporate and financial records as well as the bookkeeping of the Partnership is kept by and accounted by the Managing Partner in accordance with generally accepted accounting principles recognized in the Netherlands consistently applied.

3. Within three (3) months after the end of the financial year of the Partnership, the Managing Partner shall prepare the un-audited annual accounts of the Partnership consisting of a balance sheet as of December thirty-first of said year as well as a profit and loss statement.

4. The net profits of the Partnership of the fiscal year to be determined in accordance with Dutch general accounting principles consistently applied shall be divided between the Partners in proportion with its respective Ownership Interest and the net losses of the Partnership shall be borne by the Partners in proportion with its respective Ownership Interest.

Termination, Continuance and Liquidation

Article 8

1. The Partnership can be terminated at any time by prior written unanimous consent of all the Partners.

2. By giving notice to the Managing Partner, observing a three (3) months notice, a Limited Partner can withdraw from the Partnership, in which case paragraph 7 of this article 8 applies. If there are no remaining Limited Partners, the Partnership shall be entirely terminated

3. In the event one of the Managing Partners materially breaches any of the provisions set forth herein, the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and consequently the Partnership is terminated immediately with regard to this Managing Partner.

In the event the Partnership has only one Managing Partner, the Partnership shall be entirely terminated if no substitute Managing Partner is appointed within three (3) weeks upon occurrence of an event as described in this paragraph 3, unless otherwise prescribed by Dutch law.

4. In the event one of the Limited Partners materially breaches any of the provisions set forth herein:

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a. the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and the Partnership is terminated automatically with regard to this Limited Partner; and

b. the Ownership Interest of this Limited Partner shall be assigned to the other Limited Partners pro rata to each of such Limited Partner’s Ownership Interest.

In the event the Partnership has only one Limited Partner, the Partnership shall be entirely terminated upon occurrence of an event as described in this paragraph 4.

5. For the avoidance of doubt, in the event one of the Managing Partners or one of the Limited Partners (i) becomes the subject of a receivership, judicial supervision, suspension or moratorium of payment, (ii) is declared bankrupt, or (iii) starts involuntary or voluntary liquidation or dissolution proceedings, the Partnership shall not be entirely terminated upon occurrence of an event as described in this paragraph 5, nor shall the Partnership be immediately terminated partially with regard to this Partner.

6. If the Partnership will be terminated partially (only with respect to a Managing Partner if paragraph 3 of this article 8 applies or with respect to a Limited Partner if paragraph 4 of this article 8 applies), the remaining Partners are obliged to distribute to the disappearing Partner or its legal successor(s) the balance of its capital account within sixty (60) days upon occurrence of the event that has led to the partial termination of the Partnership.

7. Upon termination of the entire Partnership, the Partners shall appoint a liquidator that shall commence to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. In the event no liquidator has been appointed by the Partners within two (2) weeks after termination, the Managing Partner shall act as liquidator.

Furthermore the liquidator shall prepare a financial liquidation balance sheet of the Partnership and a plan of liquidation.

8. The plan of liquidation shall be the following:

(i) all of the Partnership’s debts and liabilities (including but not limited to the expenses of liquidation) to persons other than the Partners shall be adequately reserved for or paid and discharged;

(ii) the amount of the capital account and the current account of each Partner as reflected on the liquidation balance sheet shall be (re)paid to each Partner, and

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(iii) any reserve remaining after the return of the capital accounts shall be distributed amongst the Partners in proportion with their Ownership Interest.

9. The provisions of article 4 shall apply accordingly to this article 8.

Miscellaneous

Article 9

1. The Partnership shall be interpreted, construed and governed in accordance with the laws of the Netherlands.

2. Any dispute that may arise between the Partners of the Partnership shall be exclusively submitted to the District Court of Rotterdam, the Netherlands.

3. There shall be no modification, amendment, change or alteration of the Partnership unless same shall be reflected in a written instrument executed by all Partners.

4. The Partnership shall be binding upon and insure to the benefit of all Partners and their respective heirs, beneficiaries, legal representatives, successors, and assignees.

5. All notices or other communications shall be made in writing by personal delivery, by registered or certified airmail, postage prepaid or by facsimile addressed to the recipient at its address as set forth in the appearance of this deed which address may be changed from time to time by notice delivered in accordance with this article.”

Article 5

Entire Agreement

This Deed, together with the documents referred to in it and including any agreements resulting here from, contains the entire agreement between the Parties relating to the transactions contemplated by this Deed and supersedes all prior drafts, previous agreements, arrangements and understandings, whether in writing or oral, between the Parties relating to these transactions except to the extent that they are repeated in this Deed.

Article 6

Amendments

This Deed may not be amended, supplemented or changed except by a written instrument signed by the Parties, nor may any provision of this Deed be waived, except by a written instrument making specific reference to this Deed signed by the Party against whom enforcement of any such amendment, supplement, change or waiver is sought.

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Article 7

Assignment

None of the rights or obligations under this Deed may be assigned or transferred without the prior written consent of all of the Parties.

Article 8

Severability

If one or more provisions of this Deed is held by any court of competent jurisdiction to be, wholly or partially, illegal, void invalid or unenforceable, the remaining provisions shall remain in force. The Parties undertake to replace the invalid or the unenforceable provisions of this Deed by provisions which are effective and which - taking into account the object and purpose of this Deed - deviate as little as possible from the invalid provisions.

Article 9

Rescission

The Parties waive their respective rights to rescind this Deed.

Article 10

Further assurance

The Parties shall, and shall procure that their agents, employees and subcontractors shall, do all things reasonably necessary, including executing any additional documents and instrument, to give full effect to the terms and conditions of this Deed and the effectuation of the transfer envisaged by this Deed.

Article 11

Governing law and competent court

11.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands.

11.2 Any issue or dispute, controversy or claim arising out of or in connection with this Deed, or the breach, termination or invalidity thereof, whether any such disputes are contractual or non contractual in nature, shall be submitted to the competent courts in The Hague, the Netherlands.

POWERS OF ATTORNEY/ATTACHMENTS

1. The powers of attorney granted to the appearing person are evidenced by four (4) written powers of attorney, which are attached to this deed.

2. Furthermore to this deed attached are (fax)copies of:

a. the Partner Resolution (Annex I);

b. the consent of the Bank (Annex II)

FINAL PROVISION

The appearing person is known to me, civil law notary.

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WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague (‘s-Gravenhage), The Netherlands, on the date first written above.

Prior to the execution of this Deed, I, civil law notary, informed the appearing person of the substance of the Deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result from this Deed.

Subsequently, the appearing person declared to have taken note of the contents of this Deed after timely being given the opportunity thereto and waived a full reading of this Deed.

Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary at five hours and thirty minutes post meridiem and becomes effective as per that time.

Signed by the appearing person and the Notary

ISSUE FOR TRUE COPY

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DEED OF ADHERENCE, CONTRIBUTION

AND AMENDMENT TO PARTNERSHIP AGREEMENT

TRONOX HOLDINGS EUROPE C.V.

On this day, the twenty-second day of June, two thousand and twelve, appeared before me, Renatus Martinus Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), The Netherlands:

Ilona Maria Kraan, born in Leiden, the Netherlands on the twentieth day of August nineteen hundred sixty-four, employed at Bird & Bird, LLP, in The Hague, the Netherlands, with office address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, for the purposes hereof acting as a written attorney of:

1. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America (“Tronox Worldwide”); for the purposes hereof acting: as managing partner (beherend vennoot) of and as such in the name and on behalf of: Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands, and registered with the Dutch trade register under number: 24424862, this partnership hereinafter referred to as: the “Partnership”,

2. Tronox Holdings, Inc., a company incorporated under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 1980, United States of America, registered with the Secretary of State of the State of Delaware under number 2061208 (“Tronox Holdings”), for the purposes hereof acting: as limited partner (commanditaire vennoot) of the Partnership,

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Tronox Worldwide and Tronox Holdings also jointly referred to as: the “Partners” and separately the “Partner”,

3. Tronox Limited (ACN 153 348 111), a public company limited by shares and incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“Tronox Ltd”), and

4. Tronox Global Holdings Pty Ltd (ACN 154 691 826), a proprietary company limited by shares incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“TGH”); and

5. Tronox Holdings Coöperatief U.A., a cooperative (coöperatie) with excluded liability organised under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, and with business address: Prof. Gerbrandyweg 2, 3197KK Rotterdam-Botlek, the Netherlands, registered in the trade register under number 55056113, (the “Coop”).

Tronox Worldwide, Tronox Holdings, Tronox Ltd, TGH and Coop also jointly referred to as: the “Parties”.

The appearing person, acting as aforementioned, declared:

WHEREAS:

(A) The Partnership was established by notarial deed dated the twentieth day of November two thousand and seven, as amended by notarial deed dated the nineteenth day of September, two thousand and eight and further amended by notarial deed dated the nineteenth day of May, two thousand and ten (the “Partnership Agreement”). As of the twenty-eighth day of October, two thousand and ten, Tronox Worldwide is the managing partner of the Partnership.

(B) Pursuant to article 3 paragraph 9 of the Partnership Agreement, the managing partner and the limited partner (together the “Partners”) jointly have legal title to and beneficial ownership of the assets of the Partnership in proportion to each Partner’s interest in the Partnership (each such partnership interest a “Partnership interest”). As per the date hereof, Tronox Holdings’ Partnership Interest is one-tenth percent (0.1%) and Tronox Worldwide’s Partnership Interest is ninety-nine and nine-tenth percent (99.9%).

(C) Tronox Ltd wishes to become a partner and adhere to the Partnership Agreement with a legal title to and beneficial ownership of the assets of the Partnership for sixty percent (60.000%). After the adherence of Tronox Ltd to the Partnership Agreement, Tronox Holdings’ Partnership Interest will be four-thousandth percent (0.004%) and Tronox Worldwide’s Partnership Interest will be thirty-nine and nine-hundred ninety-six thousandth percent (39.996%).

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(D) The change in Partnership Interests will be effectuated by way of assignment, distribution and transfer of fifty-nine and nine hundred and four thousandth percent (59.904%) of the Tronox Worldwide Partnership Interest, including (inter alia) the conditional transfer of fifty-nine and nine hundred and four thousandth percent (59.904%) of the Tronox Worldwide Member Capital Account (as defined below), and ninety-six thousandth percent (0.096%) of the Tronox Holdings Partnership Interest (as defined below), including (inter alia) the conditional transfer of ninety-six thousandth percent (0.096%) of the Tronox Holdings Member Capital Account, to Tronox Ltd.

(E) Tronox Ltd has, pursuant to a agreement by and between Tronox Ltd (as creditor) and TGH (as debtor) dated the 15th day of June 2012, a copy of which is attached hereto as Annex I, a claim on TGH in the total amount of five billion nine hundred fourteen million eight hundred seventy seven thousand four hundred eighty eight United States Dollars and seventy one United States Dollar cents (5,914,877,488.71). Part of this claim, that is an amount of one hundred sixty three million eight hundred sixty nine thousand nine hundred forty eight Euros and ninety three Euro cents (EUR 163,869,948.93) (the “TGH Claim”).

(F) In connection with the entering of Tronox Ltd to the Partnership Agreement, the Partners and Tronox Ltd have (inter alia) agreed that Tronox Ltd shall become a partner of the Partnership and adhere to the Partnership Agreement. Tronox Ltd shall assign, transfer and contribute to the Partnership: the TGH Claim by way of contribution in kind (the “Partnership Contribution”), all under the terms and conditions laid down in this agreement and deed of assignment, transfer and contribution (the “Deed”).

(G) In connection with the changes in Partnership Interests, the Parties wish to amend the Partnership Agreement.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Article 1

Adherence to the Partnership Agreement

1.1 Tronox Ltd hereby agrees to become a party to the Partnership Agreement as a limited partner (commanditaire vennoot) with a legal title to and beneficial ownership of the assets of the Partnership for sixty percent (60.000%) and that it shall, as from the date hereof, observe, perform and be bound by all terms and conditions of the Partnership Agreement.

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1.2 Each of the Partners hereby accept Tronox Ltd as a party to the Partnership Agreement as a limited partner (commanditaire vennoot) as from the date hereof and hereby convenants that Tronox Ltd shall be entitled, as from the date hereof, to the benefit of the terms of the Partnership Agreement.

1.3 The Partners and Tronox Ltd hereby agree that pursuant to the adherence of Tronox Ltd as a limited partner (commanditaire vennoot) to the Partnership Agreement, the Partnership Interests will be as follows:

• the Partnership Interest of Tronox Ltd will be sixty percent (60.000%);

• the Partnership Interest of Tronox Holdings will be four thousandth percent (0.004%); and

• the Partnership Interest of Tronox Worldwide will thirty-nine and nine-hundred ninety-six thousandth percent (39,996%).

1.4 The unanimous written prior approval of the Partners for the admission of Tronox Ltd as a limited partner (commanditaire vennoot) to the Partnership Agreement was, in accordance with article 4 paragraph 3 of the Partnership Agreement, granted on the tweny-first day of June two thousand twelve (the “Partner Resolution”). A (fax) copy of the Partner Resolution is attached to this Deed as Annex II.

1.5 Pursuant to a deed of pledge of Partnership Interests, executed on the eighth day of February two thousand and twelve, between Tronox Worldwide and Tronox Holdings, acting for themselves and as partners of the Partnership as pledgors and Goldman Sachs Bank USA as pledgee (the “Bank”) and the Partnership, represented by Tronox Worldwide as managing partner (beherend vennoot), the Tronox Holdings’ Partnership Interest and the Tronox Worldwide’s Partnership Interest are subject to a first priority disclosed right of pledge (openbaar pandrecht eerste in rang) for the benefit of the Bank (the “Pledge Deed”). The Bank has, in accordance with 4.4.1 of the Pledge Deed, granted its prior written consent to the Partner Resolution.

Article 2

Contribution and assignment of the TGH Claim to the Partnership

2.1 Tronox Ltd, acting in its own name, hereby contributes and assigns the TGH Claim to the Partnership as a capital contribution to the Partnership, which contribution and assignment is hereby acknowledged and accepted by Tronox Worldwide, acting as the managing partner (beherend vennoot) of the Partnership, subject to and in accordance with the provisions as laid down in this Deed.

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2.2 The TGH Claim is economically for the account and risk of the Partnership as per today.

2.3 The contribution and assignment of the TGH Claim includes all rights and obligations associated with the position of the creditor of the TGH Claim, including all ancillary rights attached to the TGH Claim, such as interest.

2.4 The Parties agree that as per today, Tronox Ltd is substituted by the Partnership (represented by Tronox Worldwide as the managing partner (beherend vennoot)) as the creditor of the TGH Claim and that the TGH Claim takes effect as an agreement on the same terms and conditions except that references to Tronox Ltd as creditor of the TGH Claim will be read and construed as if they were references to the Partnership.

2.5 TGH herewith explicitly grants, as far as necessary, its cooperation to the contribution and assignment, of the TGH Claim to the Partnership and accepts the Partnership instead of Tronox Ltd as its creditor under the TGH Claim.

Article 3

Transfer Partnership Interests

3.1 The assets of the Partnership include the member capital account of Tronox Worldwide in the Coop (the “Tronox Worldwide Member Capital Account”) and the member capital account of Tronox Holdings in the Coop (the “Tronox Holdings Member Capital Account”).

3.2 Tronox Worldwide hereby assigns, distributes and transfers fifty-nine and nine hundred and four thousandth percent (59.904%) of the Tronox Worldwide Partnership Interest, including (inter alia) fifty-nine and nine hundred and four thousandth percent (59.904%) of the Tronox Worldwide Member Capital Account, to Tronox Ltd, provided that fifty-nine and nine hundred and four thousandth percent (59.904%) of the Tronox Worldwide Member Capital Account will be assigned, distributed and transferred under the condition precedent (opschortende voorwaarde) of Tronox Ltd being admitted as a member of the Coop and the execution of the deed of amendment of the articles of association of the Coop in which will be provided for the possibility of transfer of a member capital account to another member (the “Amendment of the Articles”).

3.3 Tronox Holdings hereby assigns, distributes and transfers ninety-six thousandth percent (0.096%) of the Tronox Holdings Partnership Interest, including (inter alia) ninety-six thousandth percent (0.096%) of the Tronox Holdings Member Capital Account, to Tronox Ltd, provided that ninety-six thousandth percent (0.096%) of the Tronox Holdings Member Capital Account will be assigned, distributed and transferred under the condition precedent (opschortende voorwaarde) of Tronox Ltd being admitted as a member of the Coop and the execution of the Amendment of the Articles.

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3.4 The Partners and Tronox Ltd acknowledge and agree that fifty-nine and nine hundred and four thousandth percent (59.904%) of the Tronox Worldwide Partnership Interest and ninety-six thousandth percent (0.096%) of the Tronox Holdings Partnership Interest are (conditionally) assigned, distributed and transferred to Tronox Ltd against book value of such Partnership Interest.

3.5 The assigned distributed and transferred fifty-nine and nine hundred and four thousandth percent (59.904 %) of the Tronox Worldwide Partnership Interest and ninety-six thousandth percent (0.096%) of the Tronox Holdings Partnership Interest are economically for the account and risk of Tronox Ltd as per the date hereof.

3.6 The Coop hereby explicitly acknowledges the (conditional) transfer of ninety-six thousandth percent (0.096%) of the Tronox Holdings Member Capital Account and fifty-nine and nine hundred and four thousandth percent (59.904 %) of the Tronox Worldwide Member Capital Account shall cause the required notes to be entered into its members’ register.

Article 4

Amendment to Partnership Agreement

In connection with the adherence of Tronox Ltd as limited partner (commanditaire vennoot) to the Partnership Agreement, the Partners have resolved, in the aforementioned Partner Resolution, to amend the Partnership Agreement and hereby wish to amend the Partnership Agreement as follows:

I. Article 1 paragraph 1 of the Partnership Agreement shall be amended and shall read as follows:

“1. The Managing Partner and the Limited Partners hereby jointly constitute a Limited Partnership (Commanditaire Vennootschap) under the laws of the Netherlands as set forth in article 19 of the Dutch Commercial Code (Wetboek van Koophandel) with effect as of the execution of this deed, hereinafter referred to as: the “Notarial Deed”, where under the Managing Partner shall act as the managing partner (Beherend Vennoot), and each of the Limited Partners shall act as a limited partner (Commanditair Vennoot). The Managing Partner and the Limited Partners hereinafter also collectively referred to as: the “Partners”, or individually as: the “Partner”, as the case may be.”

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II. Article 3 of the Partnership Agreement shall be amended and shall read as follows:

1. The Managing Partner shall have an interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%), Tronox Limited shall have a total interest of sixty percent (60.000%) and Tronox Holdings shall have a total interest of four thousandth percent (0.004%). The interests of each Partner in the Partnership are hereinafter referred to as: the “Ownership Interest”. The Managing Partner shall keep a register of the Ownership Interest of the Partners.

2. For the purpose of this deed the value of a contribution in kind is determined at the fair market value at the time of contribution to the Partnership. The capital account of each Partner as defined in paragraph 4 of this article 4 shall be credited for the respective value of its contribution to the Partnership.

3. The Partners may from time to time agree unanimously that further contributions (in kind or in cash) are required in the interest of the Partnership and that the capital of the Partnership thus should be increased.

4. A capital account shall be established for each Partner and shall be maintained throughout the duration of the Partnership. Further contributions or withdrawals of contributions of whatever amount may only be decided and shall only take place with the prior written unanimous approval of all of the Partners. For each participation a depository receipt can be issued by the Managing Partner. Such depository receipt shall not constitute in whatever form conclusive evidence for the aggregate amount of the capital account of each Partner. The capital account of each Partner shall be credited for (i) the contribution as referred to in paragraph 2 of this article 4 and (ii) any further contributions. The capital account of each Partner shall be debited for (i) the amount of any repayment of capital or withdrawal in any form, and (ii) with any loss of the Partnership in a financial year in proportion with its Ownership Interest.

5. Any repayment of capital or withdrawal in whatever form and any distribution of profits during the continuance of the Partnership shall be subject to the prior written unanimous consent of all Partners. Distributions as a result of withdrawals may be made in cash or in kind in which case the value of the property must be agreed by all the Partners. Distributions of cash or other property of the Partnership may be made in proportion or disproportion to the balances of the Partners’ capital accounts upon the prior written unanimous approval of the Partners as set forth above.

6. No interest shall accrue on the amounts of the capital accounts of the Partners.

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7. The Partnership shall maintain in its books a current account for each of the Partners. No interest shall accrue on the amounts of the current account.

8. The Limited Partners shall never be liable for any amount in excess of its capital contribution.

9. The Managing Partner and the Limited Partners shall jointly have both legal title to and beneficial ownership of (gemeenschap) the assets of the Partnership in proportion to the Ownership Interests of the Partners.”

III. Article 5 paragraph 1 of the Partnership Agreement shall be amended and shall read as follows:

“1. The power to represent the Partnership (vertegenwoordigingsbevoegdheid) is exclusively attributed to the Managing Partner. The Managing Partner shall also have the exclusive power to manage the daily affairs of the Partnership (beheersbevoegdheid) and the power to take major business decisions for the Partnership including the exclusive power to dispose property of the Partnership (beschikkingsbevoegdheid). A Limited Partner shall not have the powers described in the previous sentence.”

III. Article 8 paragraph 4 of the Partnership Agreement shall be amended and shall read as follows:

“4. In the event one of the Limited Partners materially breaches any of the provisions set forth herein:

a. the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and the Partnership is terminated automatically with regard to this Limited Partner; and

b. the Ownership Interest of this Limited Partner shall be assigned to the other Limited Partners pro rata to each of such Limited Partner’s Ownership Interest.

In the event the Partnership has only one Limited Partner, the Partnership shall be entirely terminated upon occurrence of an event as described in this paragraph 4.”

Article 5

Partnership Agreement

The Partners and Tronox Ltd hereby establish that, after the amendment, the full text of the Partnership Agreement reads as follows:

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“Agreement, Name, Seat

Article 1

1. The Managing Partner and the Limited Partners hereby jointly constitute a Limited Partnership (Commanditaire Vennootschap) under the laws of the Netherlands as set forth in article 19 of the Dutch Commercial Code (Wetboek van Koophandel) with effect as of the execution of this deed, hereinafter referred to as: the “Notarial Deed”, where under the Managing Partner shall act as the managing partner (Beherend Vennoot), and each of the Limited Partners shall act as a limited partner (Commanditair Vennoot). The Managing Partner and the Limited Partners hereinafter also collectively referred to as: the “Partners”, or individually as: the “Partner”, as the case may be.

2. The name of the limited partnership is: Tronox Holdings Europe C.V., hereinafter to be referred to as: the “Partnership”.

3. The Partnership has its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands.

4. In this Notarial Deed, unless the context indicates otherwise, references to the singular include a reference to the plural and vice versa.

Objects

Article 2

The objects of the Partnership are:

a. to acquire, possess, manage, sell, exchange, transfer, alienate, issue and trade in shares and other certificates of participation, bonds, funds, promissory notes, debentures, bills of exchange and other evidences of indebtedness and other securities;

b. to contract, and to grant money loans and to give security for the fulfillment of the obligations of the Partnership or of third parties;

c. to acquire:

• patents, designs, secret processes or formulas, trademarks and the like;

• royalties for the use of industrial, commercial or scientific equipment;

• remunerations for the rendering of technical assistance, managerial support and other services;

d. to invest its assets either directly or indirectly in real property and rights, situated or established outside the Netherlands which includes to acquire, own, manage, hire, let, rent, lease, parcel out, drain, develop, build upon, alienate, encumber and exploit of this real property;

e. the trade in, including the import and export and the future businesses, and to finish and process raw materials, minerals, metals, half and final manufactures and final products of any sort and under every name possible;

f. the representation and the management of the interests of third parties; and

g. to perform, as principal, agent, commission agent, manager and/or administrator, everything that is related to the foregoing or may be useful or necessary thereto, which includes to participate, to acquire and to co-operate in any other enterprises or legal entities with similar or related objects.

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Ownership Interest, Participations, Capital Contribution, Capital Accounts and Current Account

Article 3

1. The Managing Partner shall have an interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%), Tronox Limited shall have a total interest of sixty percent (60.000%) and Tronox Holdings shall have a total interest of four thousandth percent (0.004%). The interests of each Partner in the Partnership are hereinafter referred to as: the “Ownership Interest”. The Managing Partner shall keep a register of the Ownership Interest of the Partners.

2. For the purpose of this deed the value of a contribution in kind is determined at the fair market value at the time of contribution to the Partnership. The capital account of each Partner as defined in paragraph 4 of this article 3 shall be credited for the respective value of its contribution to the Partnership.

3. The Partners may from time to time agree unanimously that further contributions (in kind or in cash) are required in the interest of the Partnership and that the capital of the Partnership thus should be Increased.

4. A capital account shall be established for each Partner and shall be maintained throughout the duration of the Partnership. Further contributions or withdrawals of contributions of whatever amount may only be decided and shall only take place with the prior written unanimous approval of all of the Partners. For each participation a depository receipt can be issued by the Managing Partner. Such depository receipt shall not constitute in whatever form conclusive evidence for the aggregate amount of the capital account of each Partner. The capital account of each Partner shall be credited for (i) the contribution as referred to in paragraph 2 of this article 3 and (ii) any further contributions. The capital account of each Partner shall be debited for (i) the amount of any repayment of capital or withdrawal in any form, and (ii) with any loss of the Partnership in a financial year in proportion with its Ownership Interest.

5. Any repayment of capital or withdrawal in whatever form and any distribution of profits during the continuance of the Partnership shall be subject to the prior written unanimous consent of all Partners. Distributions as a result of withdrawals may be made in cash or in kind in which case the value of the property must be agreed by all the Partners. Distributions of cash or other property of the Partnership may be made in proportion or disproportion to the balances of the Partners’ capital accounts upon the prior written unanimous approval of the Partners as set forth above.

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6. No interest shall accrue on the amounts of the capital accounts of the Partners.

7. The Partnership shall maintain in its books a current account for each of the Partners. No interest shall accrue on the amounts of the current account.

8. The Limited Partners shall never be liable for any amount in excess of its capital contribution.

9. The Managing Partner and the Limited Partners shall jointly have both legal title to and beneficial ownership of (gemeenschap) the assets of the Partnership in proportion to the Ownership Interests of the Partners.

Transfer of Ownership Interest, Admission and substitution of Partners, Participation in and by other partnerships

Article 4

1. Neither Partner shall have the right to sell, assign, encumber, mortgage, hypothecate, transfer or otherwise dispose of its Ownership Interest (in whole or in part) without the prior written unanimous consent of all Partners.

2. Admission to the Partnership of a new partner (limited or managing partner) or substitution of one of the Partners, either a Managing Partner or a Limited Partner shall always be subject to the unanimous prior written approval of all Partners.

3. In case a Partner is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all the partners (limited or managing partner) of such Partner- hereinafter referred to as: the “Upper-tier Partners”.

4. In case a limited partner of the Partnership is a transparent entity according to Dutch tax principles, any admission and/or substitution of an Upper-tier Partner shall require the prior written unanimous consent of all the Partners and all of the Upper-tier Partners.

5. If the Partnership has become a partner of another entity which is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all of the partners (limited partners and managing partners) of such entity-hereinafter referred to as: the “Lower-tier Partners”.

6. In case the Partnership wishes to become a partner (whether as a limited partner or as a managing partner) of another entity which is a transparent entity according to Dutch tax principles, or in case another entity which is a transparent entity according to Dutch tax principles wishes to become a partner

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in the Partnership, such other entity’s partnership agreement, statute, clauses, bylaws or other governing document or agreement, whichever applies, has to contain provisions similar to this article 4.

7. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner without the prior written unanimous consents required under this article 4 shall be null and void.

8. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner does not cause the Partnership to terminate or dissolve.

9. Any admission or substitution of a Partner, Upper-tier Partner or a Lower-tier Partner as referred to in this article 4, shall include proposed capital contributions and repayments of capital contributions on a non-pro rata basis and any transfers of interests in the Partnership among Partners.

10. By signing the registration and/or de-registration in the register referred to in article 3, paragraph 1 of this agreement the new partner or the substituting partner, as the case may be, shall have unconditionally agreed to be subject to and be bound by all the provisions of this agreement as if originally a party thereto, as per the date of such signing, or as of such other effective date as explicitly provided in this agreement.

11. Any and all Partners hereby undertake to take any and all necessary and appropriate actions required to perfect the transfer and assignment of the ownership interest following an assignment, a withdrawal or a substitution as provided for in this agreement.

12. To that effect the Partners hereby grant one another full power of attorney to perform any and all legal and other acts that are deemed necessary and/or desirable in order to effect a transfer and/or assignment as referred to hereinabove.

Authority to represent and act on behalf of the Partnership

Article 5

1. The power to represent the Partnership (vertegenwoordigingsbevoegdheid) is exclusively attributed to the Managing Partner. The Managing Partner shall also have the exclusive power to manage the daily affairs of the Partnership (beheersbevoegdheid) and the power to take major business decisions for the Partnership including the exclusive power to dispose property of the Partnership (beschikkingsbevoegdheid). A Limited Partner shall not have the powers described in the previous sentence.

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2. Notwithstanding paragraph 1 of this article 5 the following legal actions require the prior unanimous approval of the Partners:

• pledge any of the Partnership’s assets or otherwise guarantee the debts or performance of any contract or obligation of third parties;

• establish or close branches or offices of the Partnership;

• alienate participations;

• sell or encumber real estate or rights relating therewith;

• borrow money, assume (bank) credits for any amount;

• lend money to third parties for any amount;

• entering into credit agreements; and

• making investments for any amount.

3. Notwithstanding paragraphs 1 and 2 of this article 5, upon prior unanimous approval of all existing Partners, a limited power of attorney may be granted to other persons or entities authorizing them to exercise any of the above mentioned legal actions for a specified period, or to terminate such a power.

Partner meetings

Article 6

1. An ordinary Partner meeting shall be held annually within six (6) months after the close of the financial year of the Partnership. During this ordinary Partner meeting, if the annual accounts and profit and loss statement of the Partnership have been presented, they will be discussed, determined and approved by the Partner meeting. Approval of the annual accounts shall discharge the Managing Partner for the performance of its duties. Each Partner has the right to call an extra-ordinary Partner meeting. At least fourteen (14) days prior to the Partner meeting the Partners shall be notified by the Managing Partner in writing with respect to the time, date and place of the Partner meeting as well as the agenda.

2. At a Partner meeting each Partner will have one vote for each of his participations as referred to in article 3, paragraph 4 of this agreement.

3. Any action required or permitted to be taken at any Partner meeting may be taken outside such a Partner meeting, provided however a written consent is signed to this effect by each of the Partners.

4. The Partner meeting will in any case be held outside the Netherlands.

5. The Managing Partner will act as chairman of the Partner meeting. If the Partnership has more than one Managing Partner, the Managing Partners shall appoint one of them to act as chairman of this meeting.

Financial Year, Annual Accounts, Profit and Loss

Article 7

1. The financial year of the Partnership is equal to the calendar year.

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2. The corporate and financial records as well as the bookkeeping of the Partnership is kept by and accounted by the Managing Partner in accordance with generally accepted accounting principles recognized in the Netherlands consistently applied.

3. Within three (3) months after the end of the financial year of the Partnership, the Managing Partner shall prepare the un-audited annual accounts of the Partnership consisting of a balance sheet as of December thirty-first of said year as well as a profit and loss statement.

4. The net profits of the Partnership of the fiscal year to be determined in accordance with Dutch general accounting principles consistently applied shall be divided between the Partners in proportion with its respective Ownership Interest and the net losses of the Partnership shall be borne by the Partners in proportion with its respective Ownership Interest.

Termination, Continuance and Liquidation

Article 8

1. The Partnership can be terminated at any time by prior written unanimous consent of all the Partners.

2. By giving notice to the Managing Partner, observing a three (3) months notice, a Limited Partner can withdraw from the Partnership, in which case paragraph 7 of this article 8 applies. If there are no remaining Limited Partners, the Partnership shall be entirely terminated.

3. In the event one of the Managing Partners materially breaches any of the provisions set forth herein, the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and consequently the Partnership is terminated immediately with regard to this Managing Partner.

In the event the Partnership has only one Managing Partner, the Partnership shall be entirely terminated if no substitute Managing Partner is appointed within three (3) weeks upon occurrence of an event as described in this paragraph 3, unless otherwise prescribed by Dutch law.

4. In the event one of the Limited Partners materially breaches any of the provisions set forth herein:

a. the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and the Partnership is terminated automatically with regard to this Limited Partner; and

b. the Ownership Interest of this Limited Partner shall be assigned to the other Limited Partners pro rata to each of such Limited Partner’s Ownership Interest.

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In the event the Partnership has only one Limited Partner, the Partnership shall be entirely terminated upon occurrence of an event as described in this paragraph 4.

5. For the avoidance of doubt, in the event one of the Managing Partners or one of the Limited Partners (i) becomes the subject of a receivership, judicial supervision, suspension or moratorium of payment, (ii) is declared bankrupt, or (iii) starts involuntary or voluntary liquidation or dissolution proceedings, the Partnership shall not be entirely terminated upon occurrence of an event as described in this paragraph 5, nor shall the Partnership be immediately terminated partially with regard to this Partner.

6. If the Partnership will be terminated partially (only with respect to a Managing Partner if paragraph 3 of this article 8 applies or with respect to a Limited Partner if paragraph 4 of this article 8 applies), the remaining Partners are obliged to distribute to the disappearing Partner or its legal successor(s) the balance of its capital account within sixty (60) days upon occurrence of the event that has led to the partial termination of the Partnership.

7. Upon termination of the entire Partnership, the Partners shall appoint a liquidator that shall commence to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. In the event no liquidator has been appointed by the Partners within two (2) weeks after termination, the Managing Partner shall act as liquidator.

Furthermore the liquidator shall prepare a financial liquidation balance sheet of the Partnership and a plan of liquidation.

8. The plan of liquidation shall be the following:

(i) all of the Partnership’s debts and liabilities (including but not limited to the expenses of liquidation) to persons other than the Partners shall be adequately reserved for or paid and discharged;

(ii) the amount of the capital account and the current account of each Partner as reflected on the liquidation balance sheet shall be (re)paid to each Partner; and

(iii) any reserve remaining after the return of the capital accounts shall be distributed amongst the Partners in proportion with their Ownership Interest.

9. The provisions of article 4 shall apply accordingly to this article 8.

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Miscellaneous

Article 9

1. The Partnership shall be interpreted, construed and governed in accordance with the laws of the Netherlands.

2. Any dispute that may arise between the Partners of the Partnership shall be exclusively submitted to the District Court of Rotterdam, the Netherlands.

3. There shall be no modification, amendment, change or alteration of the Partnership unless same shall be reflected in a written instrument executed by all Partners.

4. The Partnership shall be binding upon and insure to the benefit of all Partners and their respective heirs, beneficiaries, legal representatives, successors, and assignees.

5. All notices or other communications shall be made in writing by personal delivery, by registered or certified airmail, postage prepaid or by facsimile addressed to the recipient at its address as set forth in the appearance of this deed which address may be changed from time to time by notice delivered in accordance with this article.”

Article 5

Entire Agreement

This Deed, together with the documents referred to in it and including any agreements resulting here from, contains the entire agreement between the Parties relating to the transactions contemplated by this Deed and supersedes all prior drafts, previous agreements, arrangements and understandings, whether in writing or oral, between the Parties relating to these transactions except to the extent that they are repeated in this Deed.

Article 6

Amendments

This Deed may not be amended, supplemented or changed except by a written instrument signed by the Parties, nor may any provision of this Deed be waived, except by a written instrument making specific reference to this Deed signed by the Party against whom enforcement of any such amendment, supplement, change or waiver is sought.

Article 7

Assignment

None of the rights or obligations under this Deed may be assigned or transferred without the prior written consent of all of the Parties.

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Article 8

Severability

If one or more provisions of this Deed is held by any court of competent jurisdiction to be, wholly or partially, illegal, void invalid or unenforceable, the remaining provisions shall remain in force. The Parties undertake to replace the invalid or the unenforceable provisions of this Deed by provisions which are effective and which - taking into account the object and purpose of this Deed - deviate as little as possible from the invalid provisions.

Article 9

Rescission

The Parties waive their respective rights to rescind this Deed.

Article 10

Further assurance

The Parties shall, and shall procure that their agents, employees and subcontractors shall, do all things reasonably necessary, including executing any additional documents and instrument, to give full effect to the terms and conditions of this Deed and the effectuation of the Contributions envisaged by this Deed.

Article 11

Governing law and competent court

11.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands

11.2 Any Issue or dispute, controversy or claim arising out of or in connection with this Deed, or the breach, termination or invalidity thereof, whether any such disputes are contractual or non contractual in nature, shall be submitted to the competent courts in The Hague, the Netherlands.

POWERS OF ATTORNEY/ATTACHMENTS

1. The powers of attorney granted to the appearing person are evidenced by five (5) written powers of attorney, which are attached to this deed.

2. Furthermore to this deed attached are (fax)copies of:

a. the THG Claim (Annex I);

b. the Partner Resolution (Annex II)

FINAL PROVISION

The appearing person is known to me, civil law notary.

WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague (‘s-Gravenhage), The Netherlands, on the date first written above.

Prior to the execution of this Deed, I, civil law notary, informed the appearing person of the substance of the Deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result from this Deed.

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Subsequently, the appearing person declared to have taken note of the contents of this Deed after timely being given the opportunity thereto and waived a full reading of this Deed.

Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary at nine hours ante meridiem and becomes effective as per that time.

(Signed by the person appearing and the Notary).

ISSUED AS TRUE COPY

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AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT

(RELOCATION)

TRONOX HOLDINGS EUROPE C.V.

On this day, the twenty-fifth day of June, two thousand and twelve, appeared before me, Renatus Martinus Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), The Netherlands:

Pauline Marije Vos, born at Zwolle, the Netherlands on the fifth day of October nineteen hundred seventy, employed at Bird & Bird, LLP, in The Hague, the Netherlands, with office address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, for the purposes hereof acting as a written attorney of:

1. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America (“Tronox Worldwide”); for the purposes hereof acting: as managing partner (beherend vennoot) of and as such in the name and on behalf of: Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands, and registered with the Dutch trade register under number: 24424862, this partnership hereinafter referred to as: the “Partnership”,

2. Tronox Limited (ACN 153 348 111), a public company limited by shares and incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“Tronox Ltd”), for the purposes hereof acting: as limited partner (commanditaire vennoot) of the Partnership; and

3. Tronox Global Holdings Pty Ltd (ACN 154 691 826), a proprietary company limited by shares incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“TGH”) for the purposes hereof acting: as limited partner (commanditaire vennoot) of the Partnership.

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Tronox Worldwide, Tronox Ltd AND TGH also jointly referred to as: the “Partners” and separately the “Partner”

The appearing person, acting as aforementioned, declared:

WHEREAS:

(A). Tronox Worldwide, Tronox Ltd and TGH together constitute a limited partnership (commanditaire vennootschap) under the laws of the Netherlands: Tronox Holdings Europe C.V. (the “Partnership”), entered into on the twentieth day of November, two thousand and seven, by a notarial deed executed before a substitute of Steven van der Waal, civil law notary, officiating in The Hague (‘s-Gravenhage), the Netherlands, registered with the trade register of the Chamber of Commerce under number 24424862 and which agreement was partially amended on the nineteenth day of September, two thousand and eight, by a notarial deed executed before Renatus Martinus Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), the Netherlands (at that time officiating in Amsterdam), and further amended by notarial deeds executed before the aforementioned civil law notary R.M. Rieter on the nineteenth day of May, two thousand and ten, on the twenty-second day of June, two thousand and twelve, and on the twenty-fifth day of June, two thousand and twelve (the “Limited Partnership Agreement”).

(B). Tronox Worldwide is the managing partner (beherend vennoot) and TGH and Tronox Ltd each are a limited partner (stille vennoot) of the Partnership;

(C). Tronox Worldwide has a total interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%) whereas TGH has a total interest in the Partnership of four thousandth percent (0.004%); and Tronox Ltd has a total interest in the Partnership of sixty percent (60.000%);

(D). the Partners wish to change article 1 paragraph 3 of the Limited Partnership Agreement;

(E). the Partners have resolved to amend the Limited Partnership Agreement on the twenty-second day of June two thousand and twelve, by way of resolution in writing of the Partner meeting in accordance with article 6, paragraph 3 of the Limited Partnership Agreement (the “Partnership Resolution”), a copy of which is attached to this deed as Annex II;

(F). the Partners wish amend the Limited Partnership Agreement accordingly by this deed (the “Amendment”);

(G). the Partnership interests have not been encumbered with a right of pledge or any other limited right, except for a first priority disclosed right of pledge (openbaar pandrecht eerste in rang) over hundred percent (100%) of the partnership interests of both the Managing Partner and the Limited Partner, created in favour of Goldman Sachs Bank USA, a New York chartered bank (the “Bank”) , The Bank has, in accordance with 4.4.1 of the Pledge Deed, granted its prior written consent to the Partnership Resolution. A (fax)copy of the consent is attached to this Deed as Annex II.

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NOW THEREFORE IT IS AGREED AS FOLLOWS:

Article 1

Amendment to Partnership Agreement

The Partners agree that article 1 paragraph 3 of the Limited Partnership Agreement shall be amended with effect of today and shall henceforth read as follows:

“3. The Partnership has its registered office at One Brodie Hall Drive, Bentley, Western Australia, 6102 Australia.”

The Partners hereby establish that, after the amendment, the full text of the Partnership Agreement reads as follows:

“Agreement, Name, Seat

Article 1

1. The Managing Partner and the Limited Partners hereby jointly constitute a Limited Partnership (Commanditaire Vennootschap) under the laws of the Netherlands as set forth in article 19 of the Dutch Commercial Code (Wetboek van Koophandel) with effect as of the execution of this deed, hereinafter referred to as: the “Notarial Deed”, where under the Managing Partner shall act as the managing partner (Beherend Vennoot), and each of the Limited Partners shall act as a limited partner (Commanditair Vennoot). The Managing Partner and the Limited Partners hereinafter also collectively referred to as: the “Partners”, or individually as: the “Partner”, as the case may be.

2. The name of the limited partnership is: Tronox Holdings Europe C.V., hereinafter to be referred to as: the “Partnership”.

3. The Partnership has its registered office at One Brodie Hall Drive, Bentley, Western Australia, 6102 Australia.

4. In this Notarial Deed, unless the context indicates otherwise, references to the singular include a reference to the plural and vice versa.

Objects

Article 2

The objects of the Partnership are:

a. to acquire, possess, manage, sell, exchange, transfer, alienate, issue and trade in shares and other certificates of participation, bonds, funds, promissory notes, debentures, bills of exchange and other evidences of indebtedness and other securities;

b. to contract, and to grant money loans and to give security for the fulfillment of the obligations of the Partnership or of third parties;

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c. to acquire:

• patents, designs, secret processes or formulas, trademarks and the like;

• royalties for the use of industrial, commercial or scientific equipment;

• remunerations for the rendering of technical assistance, managerial support and other services;

d. to invest its assets either directly or indirectly in real property and rights, situated or established outside the Netherlands which includes to acquire, own, manage, hire, let, rent, lease, parcel out, drain, develop, build upon, alienate, encumber and exploit of this real property;

e. the trade in, including the Import and export and the future businesses, and to finish and process raw materials, minerals, metals, half and final manufactures and final products of any sort and under every name possible;

f. the representation and the management of the interests of third parties; and

g. to perform, as principal, agent, commission agent, manager and/or administrator, everything that is related to the foregoing or may be useful or necessary thereto, which includes to participate, to acquire and to co-operate In any other enterprises or legal entities with similar or related objects.

Ownership Interest, Participations, Capital Contribution, Capital Accounts and Current Account

Article 3

1. The Managing Partner, being Tronox Worldwide LLC shall have an interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%), Tronox Limited shall have a total interest of sixty percent (60.000%) and Tronox Global Holdings Pty Ltd shall have a total interest of four thousandth percent (0.004%). The interests of each Partner in the Partnership are hereinafter referred to as; the “Ownership Interest”, The Managing Partner shall keep a register of the Ownership Interest of the Partners.

2. For the purpose of this deed the value of a contribution in kind is determined at the fair market value at the time of contribution to the Partnership. The capital account of each Partner as defined In paragraph 4 of this article 3 shall be credited for the respective value of its contribution to the Partnership.

3. The Partners may from time to time agree unanimously that further contributions (in kind or in cash) are required in the interest of the Partnership and that the capital of the Partnership thus should be increased.

4. A capital account shall be established for each Partner and shall be maintained throughout the duration of the Partnership. Further contributions or withdrawals of contributions of whatever amount may only be decided and shall only take place with the prior written unanimous approval of all of the Partners. For each

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participation a depository receipt can be issued by the Managing Partner. Such depository receipt shall not constitute in whatever form conclusive evidence for the aggregate amount of the capital account of each Partner. The capital account of each Partner shall be credited for (i) the contribution as referred to in paragraph 2 of this article 3 and (ii) any further contributions. The capital account of each Partner shall be debited for (i) the amount of any repayment of capital or withdrawal in any form, and (ii) with any loss of the Partnership in a financial year in proportion with its Ownership Interest.

5. Any repayment of capital or withdrawal in whatever form and any distribution of profits during the continuance of the Partnership shall be subject to the prior written unanimous consent of all Partners. Distributions as a result of withdrawals may be made in cash or in kind in which case the value of the property must be agreed by all the Partners. Distributions of cash or other property of the Partnership may be made in proportion or disproportion to the balances of the Partners’ capital accounts upon the prior written unanimous approval of the Partners as set forth above.

6. No interest shall accrue on the amounts of the capital accounts of the Partners.

7. The Partnership shall maintain in its books a current account for each of the Partners. No interest shall accrue on the amounts of the current account.

8. The Limited Partners shall never be liable for any amount in excess of its capital contribution.

9. The Managing Partner and the Limited Partners shall jointly have both legal title to and beneficial ownership of (gemeenschap) the assets of the Partnership in proportion to the Ownership Interests of the Partners.

Transfer of Ownership Interest, Admission and substitution of Partners, Participation in and by other partnerships

Article 4

1. Neither Partner shall have the right to sell, assign, encumber, mortgage, hypothecate, transfer or otherwise dispose of its Ownership Interest (in whole or in part) without the prior written unanimous consent of all Partners.

2. Admission to the Partnership of a new partner (limited or managing partner) or substitution of one of the Partners, either a Managing Partner or a Limited Partner shall always be subject to the unanimous prior written approval of all Partners.

3. In case a Partner is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all the partners (limited or managing partner) of such Partner—hereinafter referred to as: the “Upper-tier Partners”.

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4. In case a limited partner of the Partnership is a transparent entity according to Dutch tax principles, any admission and/or substitution of an Upper-tier Partner shall require the prior written unanimous consent of all the Partners and all of the Upper-tier Partners.

5. If the Partnership has become a partner of another entity which is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all of the partners (limited partners and managing partners) of such entity - hereinafter referred to as: the “Lower-tier Partners”

6. In case the Partnership wishes to become a partner (whether as a limited partner or as a managing partner) of another entity which is a transparent entity according to Dutch tax principles, or in case another entity which is a transparent entity according to Dutch tax principles wishes to become a partner in the Partnership, such other entity’s partnership agreement, statute, clauses, bylaws or other governing document or agreement, whichever applies, has to contain provisions similar to this article 4.

7. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner without the prior written unanimous consents required under this article 4 shall be null and void.

8. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner does not cause the Partnership to terminate or dissolve.

9. Any admission or substitution of a Partner, Upper-tier Partner or a Lower-tier Partner as referred to in this article 4, shall include proposed capital contributions and repayments of capital contributions on a non-pro rata basis and any transfers of interests in the Partnership among Partners.

10. By signing the registration and/or de-registration in the register referred to in article 3, paragraph 1 of this agreement the new partner or the substituting partner, as the case may be, shall have unconditionally agreed to be subject to and be bound by all the provisions of this agreement as if originally a party thereto, as per the date of such signing, or as of such other effective date as explicitly provided in this agreement.

11. Any and all Partners hereby undertake to take any and all necessary and appropriate actions required to perfect the transfer and assignment of the ownership interest following an assignment, a withdrawal or a substitution as provided for In this agreement.

12. To that effect the Partners hereby grant one another full power of attorney to perform any and all legal and other acts that are deemed necessary and/or desirable in order to effect a transfer and/or assignment as referred to hereinabove.

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Authority to represent and act on behalf of the Partnership

Article 5

1. The power to represent the Partnership (vertegenwoordigingsbevoegdheid) is exclusively attributed to the Managing Partner. The Managing Partner shall also have the exclusive power to manage the daily affairs of the Partnership (beheersbevoegdheid) and the power to take major business decisions for the Partnership including the exclusive power to dispose property of the Partnership (beschikkingsbevoegdheid). A Limited Partner shall not have the powers described in the previous sentence.

2. Notwithstanding paragraph 1 of this article 5 the following legal actions require the prior unanimous approval of the Partners:

• pledge any of the Partnership’s assets or otherwise guarantee the debts or performance of any contract or obligation of third parties;

• establish or close branches or offices of the Partnership;

• alienate participations;

• sell or encumber real estate or rights relating therewith;

• borrow money, assume (bank) credits for any amount;

• lend money to third parties for any amount;

• entering into credit agreements; and

• making investments for any amount.

3. Notwithstanding paragraphs 1 and 2 of this article 5, upon prior unanimous approval of all existing Partners, a limited power of attorney may be granted to other persons or entities authorizing them to exercise any of the above mentioned legal actions for a specified period, or to terminate such a power.

Partner meetings

Article 6

1. An ordinary Partner meeting shall be held annually within six (6) months after the close of the financial year of the Partnership. During this ordinary Partner meeting, if the annual accounts and profit and loss statement of the Partnership have been presented, they will be discussed, determined and approved by the Partner meeting. Approval of the annual accounts shall discharge the Managing Partner for the performance of its duties. Each Partner has the right to call an extra-ordinary Partner meeting. At least fourteen (14) days prior to the Partner meeting the Partners shall be notified by the Managing Partner in writing with respect to the time, date and place of the Partner meeting as well as the agenda.

2. At a Partner meeting each Partner will have one vote for each of his participations as referred to in article 3, paragraph 4 of this agreement.

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3. Any action required or permitted to be taken at any Partner meeting may be taken outside such a Partner meeting, provided however a written consent is signed to this effect by each of the Partners.

4. The Partner meeting will in any case be held outside the Netherlands.

5. The Managing Partner will act as chairman of the Partner meeting. If the Partnership has more than one Managing Partner, the Managing Partners shall appoint one of them to act as chairman of this meeting.

Financial Year, Annual Accounts, Profit and Loss

Article 7

1. The financial year of the Partnership is equal to the calendar year.

2. The corporate and financial records as well as the bookkeeping of the Partnership is kept by and accounted by the Managing Partner in accordance with generally accepted accounting principles recognized in the Netherlands consistently applied.

3. Within three (3) months after the end of the financial year of the Partnership, the Managing Partner shall prepare the un-audited annual accounts of the Partnership consisting of a balance sheet as of December thirty-first of said year as well as a profit and loss statement.

4. The net profits of the Partnership of the fiscal year to be determined in accordance with Dutch general accounting principles consistently applied shall be divided between the Partners in proportion with its respective Ownership Interest and the net losses of the Partnership shall be borne by the Partners in proportion with its respective Ownership Interest.

Termination, Continuance and Liquidation

Article 8

1. The Partnership can be terminated at any time by prior written unanimous consent of all the Partners.

2. By giving notice to the Managing Partner, observing a three (3) months notice, a Limited Partner can withdraw from the Partnership, in which case paragraph 7 of this article 8 applies. If there are no remaining Limited Partners, the Partnership shall be entirely terminated.

3. In the event one of the Managing Partners materially breaches any of the provisions set forth herein, the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and consequently the Partnership is terminated immediately with regard to this Managing Partner.

In the event the Partnership has only one Managing Partner, the Partnership shall be entirely terminated if no substitute Managing Partner is appointed within three (3) weeks upon occurrence of an event as described in this paragraph 3, unless otherwise prescribed by Dutch law.

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4. In the event one of the Limited Partners materially breaches any of the provisions set forth herein:

a. the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and the Partnership is terminated automatically with regard to this Limited Partner; and

b. the Ownership Interest of this Limited Partner shall be assigned to the other Limited Partners pro rata to each of such Limited Partner’s Ownership Interest.

In the event the Partnership has only one Limited Partner, the Partnership shall be entirely terminated upon occurrence of an event as described in this paragraph 4.

5. For the avoidance of doubt, in the event one of the Managing Partners or one of the Limited Partners (i) becomes the subject of a receivership, judicial supervision, suspension or moratorium of payment, (ii) is declared bankrupt, or (iii) starts involuntary or voluntary liquidation or dissolution proceedings, the Partnership shall not be entirely terminated upon occurrence of an event as described in this paragraph 5, nor shall the Partnership be immediately terminated partially with regard to this Partner.

6. If the Partnership will be terminated partially (only with respect to a Managing Partner if paragraph 3 of this article 8 applies or with respect to a Limited Partner if paragraph 4 of this article 8 applies), the remaining Partners are obliged to distribute to the disappearing Partner or its legal successor(s) the balance of its capital account within sixty (60) days upon occurrence of the event that has led to the partial termination of the Partnership.

7. Upon termination of the entire Partnership, the Partners shall appoint a liquidator that shall commence to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. In the event no liquidator has been appointed by the Partners within two (2) weeks after termination, the Managing Partner shall act as liquidator. Furthermore the liquidator shall prepare a financial liquidation balance sheet of the Partnership and a plan of liquidation.

8. The plan of liquidation shall be the following:

(i) all of the Partnership’s debts and liabilities (including but not limited to the expenses of liquidation) to persons other than the Partners shall be adequately reserved for or paid and discharged;

(ii) the amount of the capital account and the current account of each Partner as reflected on the liquidation balance sheet shall be (re)paid to each Partner; and

(iii) any reserve remaining after the return of the capital accounts shall be distributed amongst the Partners in proportion with their Ownership Interest.

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9. The provisions of article 4 shall apply accordingly to this article 8.

Miscellaneous

Article 9

1. The Partnership shall be interpreted, construed and governed in accordance with the laws of the Netherlands.

2. Any dispute that may arise between the Partners of the Partnership shall be exclusively submitted to the District Court of Rotterdam, the Netherlands.

3. There shall be no modification, amendment, change or alteration of the Partnership unless same shall be reflected in a written instrument executed by all Partners.

4. The Partnership shall be binding upon and insure to the benefit of all Partners and their respective heirs, beneficiaries, legal representatives, successors, and assignees.

5. All notices or other communications shall be made in writing by personal delivery, by registered or certified airmail, postage prepaid or by facsimile addressed to the recipient at its address as set forth in the appearance of this deed which address may be changed from time to time by notice delivered in accordance with this article.”

Article 2

Entire Agreement

This Deed, together with the documents referred to in it and including any agreements resulting here from, contains the entire agreement between the Parties relating to the transactions contemplated by this Deed and supersedes all prior drafts, previous agreements, arrangements and understandings, whether in writing or oral, between the Parties relating to these transactions except to the extent that they are repeated in this Deed.

Article 3

Amendments

This Deed may not be amended, supplemented or changed except by a written instrument signed by the Parties, nor may any provision of this Deed be waived, except by a written instrument making specific reference to this Deed signed by the Party against whom enforcement of any such amendment, supplement, change or waiver is sought.

Article 4

Assignment

None of the rights or obligations under this Deed may be assigned or transferred without the prior written consent of all of the Parties.

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Article 5

Severability

If one or more provisions of this Deed is held by any court of competent jurisdiction to be, wholly or partially, illegal, void invalid or unenforceable, the remaining provisions shall remain in force. The Parties undertake to replace the invalid or the unenforceable provisions of this Deed by provisions which are effective and which - taking into account the object and purpose of this Deed - deviate as little as possible from the invalid provisions.

Article 6

Rescission

The Parties waive their respective rights to rescind this Deed.

Article 7

Further assurance

The Parties shall, and shall procure that their agents, employees and subcontractors shall, do all things reasonably necessary, including executing any additional documents and instrument, to give full effect to the terms and conditions of this.

Article 8

Governing law and competent court

8.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands.

8.2 Any issue or dispute, controversy or claim arising out of or in connection with this Deed, or the breach, termination or invalidity thereof, whether any such disputes are contractual or non contractual in nature, shall be submitted to the competent courts in The Hague, the Netherlands.

POWERS OF ATTORNEY/ATTACHMENTS

1. The powers of attorney granted to the appearing person are evidenced by three (3) written powers of attorney, which are attached to this deed.

2. Furthermore to this deed attached are (fax)copies of:

a. the Partnership Resolution (Annex I);

b. the consent of the Bank (Annex II)

FINAL PROVISION

The appearing person is known to me, civil law notary.

WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague (‘s-Gravenhage), The Netherlands, on the date first written above.

Prior to the execution of this Deed, I, civil law notary, informed the appearing person of the substance of the Deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result from this Deed.

Subsequently, the appearing person declared to have taken note of the contents of this Deed after timely being given the opportunity thereto and waived a full reading of this Deed.

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Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary at five hours and forty-five minutes post meridiem and becomes effective as per that time.

Signed by the appearing person and the Notary

ISSUE FOR TRUE COPY

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AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT

(SETTLEMENT)

TRONOX HOLDINGS EUROPE C.V.

On this day, the twenty-seventh day of June, two thousand and twelve, appeared before me, Renatus Martinus Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), The Netherlands:

Pauline Marije Vos, born at Zwolle, the Netherlands on the fifth day of October nineteen hundred seventy, lawyer at Bird & Bird, LLP, in The Hague, the Netherlands, with office address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, for the purposes hereof acting as a written attorney of:

1. Tronox Worldwide Pty Limited (ACN 158 561 061), an Australian proprietary company limited by shares, incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102, Australia (“Tronox Worldwide Pty”); for the purposes hereof acting: as managing partner (beherend vennoot) of: Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at One Brodie Hall Drive, Bentley, Western Australia 6102, Australia and registered with the Dutch trade register under number: 24424862 (the “Partnership”),

2. Tronox Limited (ACN 153 348 111), a public company limited by shares and incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“Tronox Ltd”), for the purposes hereof acting: as limited partner (commanditaire vennoot) of the Partnership; and

3. Tronox Global Holdings Pty Ltd (ACN 154 691 826), a proprietary company limited by shares incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“TGH”) for the purposes hereof acting: as limited partner (commanditaire vennoot) of the Partnership.

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Tronox Worldwide Pty, Tronox Ltd AND TGH also jointly referred to as: the “Partners” and separately the “Partner”

The appearing person, acting as aforementioned, declared:

WHEREAS:

(A). Tronox Worldwide Pty, Tronox Ltd and TGH together constitute a limited partnership (commanditaire vennootschap) under the laws of the Netherlands: Tronox Holdings Europe C.V. (the “Partnership”), entered into on the twentieth day of November, two thousand and seven, by a notarial deed executed before a substitute of Steven van der Waal, civil law notary, officiating in The Hague (‘s-Gravenhage), the Netherlands, registered with the trade register of the Chamber of Commerce under number 24424862 and which agreement was partially amended on the nineteenth day of September, two thousand and eight, by a notarial deed executed before Renatus Martinus Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), the Netherlands (at that time officiating in Amsterdam), and further amended by notarial deeds executed before the aforementioned civil law notary R.M. Rieter on the nineteenth day of May, two thousand and ten, on the twenty-second day of June, two thousand and twelve, and (twice) on the twenty-fifth day of June, two thousand and twelve (the “Limited Partnership Agreement”).

(B) Tronox Worldwide Pty is the managing partner (beherend vennoot) and TGH and Tronox Ltd each are a limited partner (stille vennoot) of the Partnership;

(C) Tronox Worldwide Pty has a total interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%) whereas TGH has a total interest in the Partnership of four thousandth percent (0.004%); and Tronox Ltd has a total interest in the Partnership of sixty percent (60.000%);

(D) The most recent deed of amendment of the Limited Partnership Agreement was executed on the twenty-fifth day of June, two thousand and twelve at five hours and forty-five minutes post meridiem Central European Time (5.45 pm CET) and became effective as per that moment.

(E) As per the moment the deed referred to under (D) became effective, the managing partner of the Partnership was Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America (“Tronox Worldwide LLC”).

(F) As per the twenty-fifth day of June, two thousand and twelve at five hours and fifty-nine minutes post meridiem, Central European Time (5.59 pm CET)/eleven hours and fifty-nine minutes post meridiem, United States Eastern Daylight Time (11.59 pm US EDT) (the “Effective Time”) Tronox Worldwide LLC was transferred, domesticated and continued from the State of Delaware, United States of America to Australia (as permitted by Section 18-213 of the Delaware Limited Liability Company Act) and as from the Effective Time has become Tronox Worldwide Pty. Attached is a Certificate of Transfer witnessing the same.

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(G). For the avoidance of doubt, the Partners wish to settle (vaststellen) the facts described under (F) and want the Limited Partnership Agreement to reflect these facts, and thereto amend the Limited Partnership Agreement (the “Amendment”).

(H). the Partnership interests have not been encumbered with a right of pledge or any other limited right, except for a first priority disclosed right of pledge (openbaar pandrecht eerste in rang) created in favour of Goldman Sachs Bank USA, a New York chartered bank (the “Bank”).

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Article 1

Settlement

The Partners hereby settle (stellen vast) that as per the Effective Time, Tronox Worldwide LLC was transferred, domesticated and continued from the State of Delaware, United States of America to Australia (as permitted by Section 18-213 of the Delaware Limited Liability Company Act) and has become Tronox Worldwide Pty.

Article 2

Amendment to Partnership Agreement

The Partners hereby resolve and agree that article 3 paragraph 1 of the Limited Partnership Agreement shall be amended with effect as of the Effective Time and shall henceforth read as follows:

“1. The Managing Partner, being Tronox Worldwide Pty Limited (ACN 155 254 274) shall have an interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%), Tronox Limited (ACN 153 348 111) Shall have a total interest of sixty percent (60.000%) and Tronox Global Holdings Pty Ltd (ACN 154 691 826), shall have a total interest of four thousandth percent (0.004%). The interests of each Partner in the Partnership are hereinafter referred to as: the “Ownership Interest”. The Managing Partner shall keep a register of the Ownership Interest of the Partners.”

The Partners hereby establish that, after the amendment, the full text of the Partnership Agreement reads as follows:

“Agreement, Name, Seat

Article 1

1. The Managing Partner and the Limited Partners hereby jointly constitute a Limited Partnership (Commanditaire Vennootschap) under the laws of the Netherlands as set forth in article 19 of the Dutch Commercial Code (Wetboek van Koophandel) with effect as of the execution of this deed, hereinafter referred to as: the “Notarial Deed”, where under the Managing Partner shall act as the managing partner

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(Beherend Vennoot), and each of the Limited Partners shall act as a limited partner (Commanditair Vennoot). The Managing Partner and the Limited Partners hereinafter also collectively referred to as: the “Partners”, or individually as: the “Partner”, as the case may be.

2. The name of the limited partnership is: Tronox Holdings Europe C.V., hereinafter to be referred to as: the “Partnership”.

3. The Partnership has its registered office at One Brodie Hall Drive, Bentley, Western Australia, 6102 Australia.

4. In this Notarial Deed, unless the context indicates otherwise, references to the singular include a reference to the plural and vice versa.

Objects

Article 2

The objects of the Partnership are:

a. to acquire, possess, manage, sell, exchange, transfer, alienate, issue and trade in shares and other certificates of participation, bonds, funds, promissory notes, debentures, bills of exchange and other evidences of indebtedness and other securities;

b. to contract, and to grant money loans and to give security for the fulfillment of the obligations of the Partnership or of third parties;

c. to acquire:

• patents, designs, secret processes or formulas, trademarks and the like;

• royalties for the use of industrial, commercial or scientific equipment;

• remunerations for the rendering of technical assistance, managerial support and other services;

d. to invest its assets either directly or indirectly in real property and rights, situated or established outside the Netherlands which includes to acquire, own, manage, hire, let, rent, lease, parcel out, drain, develop, build upon, alienate, encumber and exploit of this real property;

e. the trade in, including the import and export and the future businesses, and to finish and process raw materials, minerals, metals, half and final manufactures and final products of any sort and under every name possible;

f. the representation and the management of the interests of third parties; and

g. to perform, as principal, agent, commission agent, manager and/or administrator, everything that is related to the foregoing or may be useful or necessary thereto, which includes to participate, to acquire and to co-operate in any other enterprises or legal entities with similar or related objects.

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Ownership Interest, Participations, Capital Contribution, Capital Accounts and Current Account

Article 3

1. The Managing Partner, being Tronox Worldwide LLC shall have an interest in the Partnership of thirty-nine and nine-hundred ninety-six thousandth percent (39,996%), Tronox Limited shall have a total interest of sixty percent (60.000%) and Tronox Global Holdings Pty Ltd shall have a total interest of four thousandth percent (0.004%). The interests of each Partner in the Partnership are hereinafter referred to as: the “Ownership Interest”. The Managing Partner shall keep a register of the Ownership Interest of the Partners.

2. For the purpose of this deed the value of a contribution in kind is determined at the fair market value at the time of contribution to the Partnership. The capital account of each Partner as defined in paragraph 4 of this article 3 shall be credited for the respective value of its contribution to the Partnership.

3. The Partners may from time to time agree unanimously that further contributions (in kind or in cash) are required in the interest of the Partnership and that the capital of the Partnership thus should be increased.

4. A capital account shall be established for each Partner and shall be maintained throughout the duration of the Partnership. Further contributions or withdrawals of contributions of whatever amount may only be decided and shall only take place with the prior written unanimous approval of all of the Partners. For each participation a depository receipt can be issued by the Managing Partner. Such depository receipt shall not constitute in whatever form conclusive evidence for the aggregate amount of the capital account of each Partner. The capital account of each Partner shall be credited for (i) the contribution as referred to in paragraph 2 of this article 3 and (ii) any further contributions. The capital account of each Partner shall be debited for (i) the amount of any repayment of capital or withdrawal in any form, and (ii) with any loss of the Partnership in a financial year in proportion with its Ownership Interest.

5. Any repayment of capital or withdrawal in whatever form and any distribution of profits during the continuance of the Partnership shall be subject to the prior written unanimous consent of all Partners. Distributions as a result of withdrawals may be made in cash or in kind in which case the value of the property must be agreed by all the Partners. Distributions of cash or other property of the Partnership may be made in proportion or disproportion to the balances of the Partners’ capital accounts upon the prior written unanimous approval of the Partners as set forth above.

6. No interest shall accrue on the amounts of the capital accounts of the Partners.

7. The Partnership shall maintain in its books a current account for each of the Partners. No interest shall accrue on the amounts of the current account.

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8. The Limited Partners shall never be liable for any amount in excess of its capital contribution.

9. The Managing Partner and the Limited Partners shall jointly have both legal title to and beneficial ownership of (gemeenschap) the assets of the Partnership in proportion to the Ownership Interests of the Partners.

Transfer of Ownership Interest, Admission and substitution of Partners, Participation in and by other partnerships

Article 4

1. Neither Partner shall have the right to sell, assign, encumber, mortgage, hypothecate, transfer or otherwise dispose of its Ownership interest (in whole or in part) without the prior written unanimous consent of all Partners.

2. Admission to the Partnership of a new partner (limited or managing partner) or substitution of one of the Partners, either a Managing Partner or a Limited Partner shall always be subject to the unanimous prior written approval of all Partners.

3. In case a Partner is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all the partners (limited or managing partner) of such Partner-hereinafter referred to as: the “Upper-tier Partners”.

4. In case a limited partner of the Partnership is a transparent entity according to Dutch tax principles, any admission and/or substitution of an Upper-tier Partner shall require the prior written unanimous consent of all the Partners and all of the Upper-tier Partners.

5. If the Partnership has become a partner of another entity which is a transparent entity according to Dutch tax principles, any admission and/or substitution of a limited partner shall in addition require the prior written unanimous consent of all of the partners (limited partners and managing partners) of such entity—hereinafter referred to as: the “Lower-tier Partners”.

6. In case the Partnership wishes to become a partner (whether as a limited partner or as a managing partner) of another entity which is a transparent entity according to Dutch tax principles, or in case another entity which is a transparent entity according to Dutch tax principles wishes to become a partner in the Partnership, such other entity’s partnership agreement, statute, clauses, bylaws or other governing document or agreement, whichever applies, has to contain provisions similar to this article 4.

7. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner without the prior written unanimous consents required under this article 4 shall be null and void.

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8. Any admission or substitution of a partner, an Upper-tier Partner or a Lower-tier Partner does not cause the Partnership to terminate or dissolve.

9. Any admission or substitution of a Partner, Upper-tier Partner or a Lower-tier Partner as referred to in this article 4, shall include proposed capital contributions and repayments of capital contributions on a non-pro rata basis and any transfers of interests in the Partnership among Partners.

10. By signing the registration and/or de-registration in the register referred to in article 3, paragraph 1 of this agreement the new partner or the substituting partner, as the case may be, shall have unconditionally agreed to be subject to and be bound by all the provisions of this agreement as if originally a party thereto, as per the date of such signing, or as of such other effective date as explicitly provided in this agreement.

11. Any and all Partners hereby undertake to take any and all necessary and appropriate actions required to perfect the transfer and assignment of the ownership interest following an assignment, a withdrawal or a substitution as provided for in this agreement.

12. To that effect the Partners hereby grant one another full power of attorney to perform any and all legal and other acts that are deemed necessary and/or desirable in order to effect a transfer and/or assignment as referred to hereinabove.

Authority to represent and act on behalf of the Partnership

Article 5

1. The power to represent the Partnership (vertegenwoordigingsbevoegdheid) is exclusively attributed to the Managing Partner. The Managing Partner shall also have the exclusive power to manage the daily affairs of the Partnership (beheersbevoegdheid) and the power to take major business decisions for the Partnership including the exclusive power to dispose property of the Partnership (beschikkingsbevoegdheid). A Limited Partner shall not have the powers described in the previous sentence.

2. Notwithstanding paragraph 1 of this article 5 the following legal actions require the prior unanimous approval of the Partners:

• pledge any of the Partnership’s assets or otherwise guarantee the debts or performance of any contract or obligation of third parties;

• establish or close branches or offices of the Partnership;

• alienate participations;

• sell or encumber real estate or rights relating therewith;

• borrow money, assume (bank) credits for any amount;

• lend money to third parties for any amount;

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• entering into credit agreements; and

• making investments for any amount.

3. Notwithstanding paragraphs 1 and 2 of this article 5, upon prior unanimous approval of all existing Partners, a limited power of attorney may be granted to other persons or entities authorizing them to exercise any of the above mentioned legal actions for a specified period, or to terminate such a power.

Partner meetings

Article 6

1. An ordinary Partner meeting shall be held annually within six (6) months after the close of the financial year of the Partnership. During this ordinary Partner meeting, if the annual accounts and profit and loss statement of the Partnership have been presented, they will be discussed, determined and approved by the Partner meeting. Approval of the annual accounts shall discharge the Managing Partner for the performance of its duties. Each Partner has the right to call an extraordinary Partner meeting. At least fourteen (14) days prior to the Partner meeting the Partners shall be notified by the Managing Partner in writing with respect to the time, date and place of the Partner meeting as well as the agenda.

2. At a Partner meeting each Partner will have one vote for each of his participations as referred to in article 3, paragraph 4 of this agreement.

3. Any action required or permitted to be taken at any Partner meeting may be taken outside such a Partner meeting, provided however a written consent is signed to this effect by each of the Partners.

4. The Partner meeting will in any case be held outside the Netherlands.

5. The Managing Partner will act as chairman of the Partner meeting. If the Partnership has more than one Managing Partner, the Managing Partners shall appoint one of them to act as chairman of this meeting.

Financial Year, Annual Accounts, Profit and Loss

Article 7

1. The financial year of the Partnership is equal to the calendar year.

2. The corporate and financial records as well as the bookkeeping of the Partnership is kept by and accounted by the Managing Partner in accordance with generally accepted accounting principles recognized in the Netherlands consistently applied.

3. Within three (3) months after the end of the financial year of the Partnership, the Managing Partner shall prepare the un-audited annual accounts of the Partnership consisting of a balance sheet as of December thirty-first of said year as well as a profit and loss statement.

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4. The net profits of the Partnership of the fiscal year to be determined in accordance with Dutch general accounting principles consistently applied shall be divided between the Partners in proportion with its respective Ownership Interest and the net losses of the Partnership shall be borne by the Partners in proportion with its respective Ownership Interest.

Termination, Continuance and Liquidation

Article 8

1. The Partnership can be terminated at any time by prior written unanimous consent of all the Partners.

2. By giving notice to the Managing Partner, observing a three (3) months notice, a Limited Partner can withdraw from the Partnership, in which case paragraph 7 of this article 8 applies. If there are no remaining Limited Partners, the Partnership shall be entirely terminated

3. In the event one of the Managing Partners materially breaches any of the provisions set forth herein, the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and consequently the Partnership is terminated immediately with regard to this Managing Partner.

In the event the Partnership has only one Managing Partner, the Partnership shall be entirely terminated if no substitute Managing Partner is appointed within three (3) weeks upon occurrence of an event as described in this paragraph 3, unless otherwise prescribed by Dutch law.

4. In the event one of the Limited Partners materially breaches any of the provisions set forth herein:

a. the notice requirement as provided for in paragraph 2 of this article 8 does not apply, and the Partnership is terminated automatically with regard to this Limited Partner; and

b. the Ownership Interest of this Limited Partner shall be assigned to the other Limited Partners pro rata to each of such Limited Partner’s Ownership Interest.

In the event the Partnership has only one Limited Partner, the Partnership shall be entirely terminated upon occurrence of an event as described in this paragraph 4.

5. For the avoidance of doubt, in the event one of the Managing Partners or one of the Limited Partners (i) becomes the subject of a receivership, judicial supervision, suspension or moratorium of payment, (ii) is declared bankrupt, or (iii) starts involuntary or voluntary liquidation or dissolution proceedings, the Partnership shall not be entirely terminated upon occurrence of an event as described in this paragraph 5, nor shall the Partnership be immediately terminated partially with regard to this Partner.

6. If the Partnership will be terminated partially (only with respect to a Managing Partner if paragraph 3 of this article 8 applies or with respect to a Limited Partner if paragraph 4 of this article 8 applies), the remaining Partners are obliged to

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distribute to the disappearing Partner or its legal successor(s) the balance of its capital account within sixty (60) days upon occurrence of the event that has led to the partial termination of the Partnership.

7. Upon termination of the entire Partnership, the Partners shall appoint a liquidator that shall commence to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. In the event no liquidator has been appointed by the Partners within two (2) weeks after termination, the Managing Partner shall act as liquidator. Furthermore the liquidator shall prepare a financial liquidation balance sheet of the Partnership and a plan of liquidation.

8. The plan of liquidation shall be the following:

(i) all of the Partnership’s debts and liabilities (including but not limited to the expenses of liquidation) to persons other than the Partners shall be adequately reserved for or paid and discharged;

(ii) the amount of the capital account and the current account of each Partner as reflected on the liquidation balance sheet shall be (re)paid to each Partner, and

(iii) any reserve remaining after the return of the capital accounts shall be distributed amongst the Partners in proportion with their Ownership Interest.

9. The provisions of article 4 shall apply accordingly to this article 8.

Miscellaneous

Article 9

1. The Partnership shall be interpreted, construed and governed in accordance with the laws of the Netherlands.

2. Any dispute that may arise between the Partners of the Partnership shall be exclusively submitted to the District Court of Rotterdam, the Netherlands.

3. There shall be no modification, amendment, change or alteration of the Partnership unless same shall be reflected in a written instrument executed by all Partners.

4. The Partnership shall be binding upon and insure to the benefit of all Partners and their respective heirs, beneficiaries, legal representatives, successors, and assignees.

5. All notices or other communications shall be made in writing by personal delivery, by registered or certified airmail, postage prepaid or by facsimile addressed to the recipient at its address as set forth in the appearance of this deed which address may be changed from time to time by notice delivered in accordance with this article.”

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Article 3

Entire Agreement

This Deed, together with the documents referred to in it and including any agreements resulting here from, contains the entire agreement between the Parties relating to the transactions contemplated by this Deed and supersedes all prior drafts, previous agreements, arrangements and understandings, whether in writing or oral, between the Parties relating to these transactions except to the extent that they are repeated in this Deed.

Article 4

Amendments

This Deed may not be amended, supplemented or changed except by a written instrument signed by the Parties, nor may any provision of this Deed be waived, except by a written instrument making specific reference to this Deed signed by the Party against whom enforcement of any such amendment, supplement, change or waiver is sought.

Article 5

Assignment

None of the rights or obligations under this Deed may be assigned or transferred without the prior written consent of all of the Parties.

Article 6

Severability

If one or more provisions of this Deed is held by any court of competent jurisdiction to be, wholly or partially, illegal, void invalid or unenforceable, the remaining provisions shall remain in force. The Parties undertake to replace the invalid or the unenforceable provisions of this Deed by provisions which are effective and which - taking into account the object and purpose of this Deed - deviate as little as possible from the invalid provisions.

Article 7

Rescission

The Parties waive their respective rights to rescind this Deed.

Article 8

Further assurance

The Parties shall, and shall procure that their agents, employees and subcontractors shall, do all things reasonably necessary, including executing any additional documents and instrument, to give full effect to the terms and conditions of this.

Article 9

Governing law and competent court

9.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Netherlands.

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9.2 Any issue or dispute, controversy or claim arising out of or in connection with this Deed, or the breach, termination or invalidity thereof, whether any such disputes are contractual or non contractual in nature, shall be submitted to the competent courts in The Hague, the Netherlands.

POWERS OF ATTORNEY

The powers of attorney granted to the appearing person are evidenced by three (3) written powers of attorney, which are attached to this deed.

FINAL PROVISION

The appearing person is known to me, civil law notary.

WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague (‘s-Gravenhage), The Netherlands, on the date first written above.

Prior to the execution of this Deed, I, civil law notary, informed the appearing person of the substance of the Deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result from this Deed.

Subsequently, the appearing person declared to have taken note of the contents of this Deed after timely being given the opportunity thereto and waived a full reading of this Deed. Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary

(Signed by the person appearing and the Notary)

ISSUED AS TRUE COPY

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EX-3.39

Exhibit 3.39

RR/CC/TRNXI.0011

INCORPORATION OF A CO-OPERATIVE

(please note that this is a non-certified translation;

the original is executed in the Dutch language)

On this day, the fifth day of April, two thousand and twelve, appeared before me, Renatus Martinus Rieter, civil law notary, officiating in The Hague, The Netherlands: Cai Fa Chu, born at Haarlem, The Netherlands, on the tenth day of September nineteen hundred eighty-five, employed at Bird & Bird, LLP, in The Hague, the Netherlands, with office address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, in this respect acting as a written proxy of:

1. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its registered office and primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America, (“Tronox Worldwide”); for the purposes hereof acting as managing partner (beherend vennoot) of:

Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands, and registered with the Dutch trade register under number: 24424862, this partnership hereinafter referred to as: the “Partnership”; and

2. Tronox Holdings, Inc., a company incorporated under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 1980, United States of America (“Tronox Holdings”), acting as the limited partner (stille vennoot) of the Partnership.

The person appearing, acting as aforesaid, has declared that Tronox Worldwide, acting as managing partner (beherend vennoot) of the Partnership and Tronox Holdings, acting as the limited partner (stille vennoot) of the Partnership hereby found (oprichten) a
co-operative (coöperatie), hereinafter referred to as: the “co-operative”, with the following articles of association:

ARTICLES

Name and registered seat

Article 1

1.1 The name of the co-operative is: Tronox Holdings Coöperatief U.A.

1.2 The co-operative has its registered seat in Amsterdam, The Netherlands.

Objects

Article 2

2.1 The objects of the co-operative are to provide for certain material needs of its members under agreements concluded with them in the business it conducts or causes to be conducted to that end for the benefit of its members, all with due observance of Section 2:53 paragraph 1 of the Dutch Civil Code.

2.2 The co-operative aims to achieve its objective by carrying out and/or causing to be carried out the following business activities:

a. to incorporate, to participate in any way whatsoever, to manage, to supervise, to operate and to promote enterprises, businesses and companies;

b. to finance businesses and companies;

c. to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with the foregoing;

d. to render advice and to render services to enterprises and companies;

e. to provide guarantees, to bind the co-operative and to encumber its assets for obligations of companies and enterprises;

f. to obtain, manage, exploit and alienate registered property and items of property in general;

g. to trade in currencies, securities and items of property in general;

h. to exploit and trade in patents, trade marks, licenses, know-how and other industrial property rights;

i. to perform any and all activity of an industrial, financial or commercial nature;

as well as anything pertaining to the foregoing, relating thereto or conducive thereto, all in the widest sense of the word.

2.3 The co-operative may stipulate rights for and on behalf of its members but only to the extent that the rights relate to the members’ interests in the co-operative.

2.4 The co-operative is incorporated for an indefinite period of time.

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Membership

Article 3

3.1 The co-operative shall have members.

3.2 Membership with all rights and obligations attached thereto is transferable provided that prior to the transfer, the approval of the general meeting of members has been obtained by the unanimous written consent of all members.

3.3 A member may not create a right of pledge or a right of usufruct on its membership interest, unless the prior approval of the general meeting of members has been obtained, by the unanimous written vote of all members.

Admission of members

Article 4

4.1 Admission or replacement of (new) members shall occur by way of a resolution by the general meeting of members adopted by the unanimous vote of all members.

4.2 A written application for membership must be submitted to the management board of the co-operative. The general meeting of members shall resolve as soon as possible on the application.

4.3 The applicant will be notified in writing as soon as possible as to whether he is admitted as a member or is rejected as a member.

4.4 The expression “in writing” in these articles of association shall include any document transmitted by current means of communication and received in writing.

Register of members

Article 5

The management board shall keep a members’ register in which the names and addresses of the members of the co-operative, the dates of commencement and termination of the membership, and the manner in which the membership has terminated, shall be recorded.

End of membership

Article 6

6.1 The membership of a member ends when:

(a) notice of termination (opzegging) is given by the co-operative in accordance with the provisions of article 7;

(b) notice of termination (opzegging) is given by the member in accordance with the provisions of article 8;

(c) removal (ontzetting) occurs, in accordance with the provisions of article 9;

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(d) the member transfers his membership in accordance with these articles;

(e) the existence of a member being a corporate entity terminates, unless the provisions of paragraph 2 apply;

(f) a legal merger (juridische fusie) or a legal demerger (juridische splitsing) to which the co-operative is a party and as a result of which the co-operative ceases to exist.

6.2 If a member enters into a legal merger or a legal demerger as a result of which the member shall cease to exist, or is otherwise involved in a transaction with the purpose of transferring all or any part of its assets (including its membership) under universal succession of title (algemene titel), the membership shall transfer to the acquiring legal entity, provided that prior to such transfer the approval of the general meeting, the of members is obtained, by the unanimous vote of all members.

If such prior approval, as stated above, is not granted by the general meeting, the membership shall terminate as and when the member ceases to exist or the above transaction takes effect, as the case may be.

Article 7

7.1 The management board may terminate, on behalf of the co-operative, the membership of a member if:

(a) a member becomes bankrupt, is dissolved or has been granted a moratorium of payment, or similar measures under foreign law are taken;

(b) the member does not comply with his obligations to the co-operative;

(c) the co-operative cannot reasonably be required to allow the membership to continue;

(d) the member no longer meets one or more requirements for membership.

7.2 In the events as referred to in paragraph 1 of this article, the management board shall notify the member in writing of its decision to terminate the membership stating the reasons for the termination and effective date of termination. The management board may determine such effective date of termination.

7.3 A member who has been notified of the termination of his membership in the cases referred to in paragraph 1 of this article, may be suspended by the management board.

Article 8

8.1 A member may give notice of termination of membership at all times. Membership shall in that case be terminated with effect from the end of the current financial year. Notice of termination must be given at least four (4) weeks prior to the end of the financial year.

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However, a member has the right to terminate his membership with immediate effect:

(a) if the member cannot reasonably be required to allow the membership to continue;

(b) within one month after having become aware or having been notified of a resolution restricting his rights or increasing his obligations, in which case the resolution shall not apply to him;

(c) within one month after having been informed of a resolution to convert the co-operative or to merge or demerge the same.

Notice of termination of membership shall be given by means of written notice to the management board or by placing a dated and signed statement in the register of members.

8.2 The management board shall send the member, who has given notice of termination of membership as described in paragraph 1, written notice of receipt within fourteen (14) days, failing which the member is entitled to give notice of termination of membership again by means of a bailiff’s summons at the expense of the co-operative.

Article 9

9.1 The management board may remove a member, if:

(a) a member acts in breach of these articles of association, standing rules or other by-laws; or

(b) a member acts in breach of a valid resolution of the co-operative; or

(c) a member prejudices the co-operative in an unreasonable manner.

Such resolution of the management board can only be adopted if, prior to the removal, the written consent of all other members has been obtained.

9.2. The management board shall notify the member concerned of the decision for removal by registered letter stating the reasons on which it is based.

9.3 A member who has been removed may appeal against the decision of the management board to the general meeting of members during one (1) month after the notification regarding the removal has been received by him.

9.4 A member, who has been removed, is suspended as such with effect from the day he received the registered letter containing the notification pertaining to his removal during the appeal term or until a decision on the appeal has been made by the general meeting of members.

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Rights and obligations of members

Article 10

10.1 Upon termination of membership of the co-operative (other than by way of a transfer as set out in these articles) only the payments as specified in article 23 hereof will become due.

10.2 Upon termination of membership (other than by way of a transfer) the (former) member shall only have the rights as specified by these articles. Upon termination of membership by way of a transfer the (former) member shall not have any rights after the transfer has taken place.

Article 11

11.1 The members may:

(a) inspect the register of members; and

(b) inspect the annual accounts drawn up, and other additional information required by law, and if required, obtain a copy of the aforementioned documents at no cost.

11.2 Each member is obliged to enter into an agreement with the co-operative as referred to in article 2 of these articles of association.

Article 12

12.1 Each member shall contribute as contribution (‘inleggelden’) to the co-operative cash or other assets, as determined by the general meeting of members by unanimous decision. No interest shall be payable on the contributions made by a member to the co-operative.

12.2 A contribution as referred under paragraph 1 shall be laid down in a separate contribution agreement between the co-operative and the member who made the contribution.

12.3 A member may only contribute any additional amounts, either cash or other assets, as contribution to the co-operative after the prior approval of the general meeting of members by unanimous decision.

12.4 Unless otherwise stipulated in these articles of association, no member shall have the right to withdraw any part of its contribution to the co-operative or to receive any distributions in respect of its membership in the co-operative without the prior approval of the general meeting of members by unanimous decision.

Management board. Appointment, dismissal and suspension. Remuneration.

Article 13

13.1 The management board (bestuur) shall consist of one or more directors A and one or more directors B.

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13.2 Only persons residing in the Netherlands and/or entities having their registered seat in the Netherlands may be appointed as director B.

13.3 Directors will be appointed by the general meeting of members.

13.4 The general meeting of members shall determine the number of directors. The number of directors B should be at least equal to the number of directors A.

13.5 Non-members of the co-operative may be appointed as directors.

Article 14

The directors may at all times be dismissed or suspended by the general meeting of members.

Article 15

15.1 The management board shall designate from its midst a chairman, a secretary and a treasurer. A director can have more than one function.

15.2 A director shall be appointed for an indefinite period.

15.3 Vacancies shall be filled as soon as possible. The management board shall be fully empowered to manage and represent the co-operative, even if it is incomplete.

15.4 If one or more of the directors are not in office or prevented from acting, the remaining directors or director shall assume his/their dut(y)(ies).

Article 16

The directors may receive a reimbursement of reasonable travel costs and other expenses. The general meeting of members shall decide on the remuneration of the directors.

Duties of the management board, meetings, decision making process and allocation of duties.

Article 17

17.1 Subject to the restrictions imposed by these articles of association, the management board shall be entrusted with the management of the co-operative.

17.2 The management board shall meet as often as any director shall see fit, however, in any case at least once per year.

17.3 Resolutions may only be passed if at least one director A and one director B are present at a meeting. Each director may cast one (1) vote at the meetings of the management board, whereby directors A and directors B have equal voting powers. Directors may only be represented in a meeting of the management board by a fellow director with the same letter indication pursuant to a written power of attorney.

17.4 All meetings of the management board shall be held in the Netherlands.

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17.5 The management board may also adopt resolutions outside a meeting provided that these are adopted in writing, all directors have been consulted and none of them opposes this way of adopting resolutions.

17.6 The chairman shall chair the meetings of the management board. In case of his absence the meeting shall appoint a chairman.

17.7 The management board may determine the duties with which each director will be charged in particular. The allocation of duties shall require the approval of the general meeting of members.

Approval of decisions of the management board

Article 18

18.1 The general meeting of members is entitled to require resolutions of the management board to be subject to its approval. These resolutions shall be clearly specified and notified to the management board in writing.

18.2 The lack of approval referred to in paragraph 1 does not affect the authority of the management board or the directors to represent the co-operative.

Representation of the co-operative. Conflict of interest

Article 19

19.1 The management board shall represent the co-operative. The authorization to represent the co-operative shall also accrue to a director A and a director B acting jointly.

19.2 The management board may resolve to grant power of attorney to one or more directors or other persons, to represent the co-operative within the limits of these articles of association and the power of attorney.

19.3 In all cases of a conflict of interest between the co-operative and one or more directors, the representation clause under paragraph 1 above will remain in full force. The general meeting of members is entitled to appoint one or more persons to represent the co-operative.

General meeting of members

Article 20

20.1 All members have admittance to the general meeting of members. Members may have themselves represented by a proxy-holder (who does not have to be a member of the co-operative) by way of a written power of attorney which should be submitted to the chairman of the general meeting of members. Without prejudice to the prior sentence, members may not have themselves represented by a proxy-holder with respect the resolutions to be taken by the general meeting of members as referred to in article 3 paragraph 2 and paragraph 3, article 4 paragraph 1, article 6 paragraph 2, article 12 paragraph 1, paragraph 3 and paragraph 4 and article 23 paragraph 6.

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20.2 Each non-suspended member shall have the right to cast one vote or more votes. The total number of votes that each member who is not suspended shall have is equal to the total amount of its member capital account divided by the total balance of all member capital accounts times one hundred, or the number closest thereto that can be divided by one (1), provided that each unsuspended member shall have at least one (1) vote.

20.3 Each year at least one general meeting of members shall be held.

20.4 Furthermore, the management board shall convene the general meeting of members as often as the management board shall see fit, or on the written application of at least one member.

20.5 General meetings of members shall be held in the Netherlands, or in such other place as agreed upon by all members.

20.6 All general meetings of members shall be convened at least fourteen (14) days prior to the date of the meeting by means of a notice convening the meeting, the address and the time of the meeting and the items of the agenda.

20.7 If one or more requirements of paragraph 6 have not been complied with, the meeting may nevertheless adopt valid resolutions provided all members are represented at the meeting, notwithstanding the provisions of paragraph 1 and paragraph 8.

20.8 If the management board or a member is of the opinion that there is a matter of the utmost urgency, the general meeting of members may be convened within a shorter period of time, however without the approval of all members never within a period of less than four (4) working days.

20.9 The general meetings of members shall be chaired by the chairman of the management board. In case of his absence the meeting shall appoint its chairman.

20.10 The chairman of the meeting shall designate a person to prepare the minutes.

20.11 Resolutions shall be passed at the general meeting of members by an absolute majority of votes unless these articles stipulate otherwise.

Resolutions outside a general meeting

Article 21

21.1 Resolutions of members may, except during a general meeting of members, also be adopted in writing, provided they are adopted unanimously by all members entitled to vote, and provided always that members may not have themselves represented by a proxy-holder with respect to the resolutions to be taken by the general meeting of members as referred to in article 3 paragraph 2 and paragraph 3, article 4 paragraph 1, article 6 paragraph 2, article 12 paragraph 1, paragraph 3 and paragraph 4 and article 23 paragraph 6.

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21.2 The management board shall keep a record of the resolutions thus made. Each of the members must procure that the management board is informed in writing of the resolutions made in accordance with paragraph 1 as soon as possible. The records shall be deposited at the offices of the co-operative for inspection by the members. Upon request each of them shall be provided with a copy or an extract of such record at not more than the actual costs.

Financial year, annual accounts, profit and losses.

Article 22

22.1 The financial year of the co-operative shall run from the first day of January up to and including the thirty-first day of December next.

22.2 Each year, within six (6) months after the end of the financial year, unless this period has been extended by a maximum of five (5) months by the general meeting of members on account of special circumstances, annual accounts shall be prepared by the management board and shall be made available for inspection by the members at the office of the co-operative. Within this period the management board shall also deposit the annual report for inspection by the members.

22.3 The general meeting of members may give instructions for the audit of the annual accounts to a chartered accountant. The accountant shall carry out the examination referred to in Section 2:393 Subsection 3 of the Dutch Civil Code, and shall report on his audit to the management board. He shall set out the result of his audit in a statement as to whether the annual accounts give a true and fair view. If the general meeting of members has not instructed a chartered accountant to audit the annual accounts, it shall annually appoint a committee of at least two members who may not form part of the management board. The committee shall examine the annual accounts and shall report on its findings to the general meeting of members. The management board must provide the committee for its examination with all information requested by it and show it, if so desired, the cash and valuables and allow it to inspect the books and records of the co-operative. The general meeting of members may not adopt the annual accounts if the members have not been able tot take cognizance of the accountant’s statement or the report of the committee.

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22.4 The annual accounts shall be adopted by the general meeting of members, which the management board shall cause to be held within one (1) month from the end of the period.

22.5 The annual accounts, as prepared, shall be signed by the directors and if the signature of one or more of them is missing this shall be stated, giving the reason therefore.

22.6 The management board shall ensure that the annual accounts which have been drawn up, the annual report and the other additional information required pursuant to article 2:392 paragraph 1 of the Dutch Civil Code shall be available for inspection by the members at the offices of the co-operative as from the date of the notice convening the meeting intended to consider the aforementioned documents.

22.7 A resolution of the general meeting of members to discharge the directors from liability for their management, shall relate exclusively to the management in as far as such is apparent from the annual accounts, unless expressly otherwise stated in the relevant resolution.

22.8 The co-operative shall maintain a profit reserve to which the profits and losses in any current financial year shall be allocated in accordance with the provisions of this article 22. (the “Profit Reserve”). From the positive balance of the profit and loss account first an amount equal to the negative balance of the Profit Reserve (if any) shall be allocated to the Profit Reserve. Any balances remaining shall, subject to this article 22 paragraph 10, be distributed to the members of the co-operative pro-rata to the balance of their respective member’s capital accounts and/or added to the Profit Reserve in the amount or amounts as determined by the general meeting of members. If no unanimous resolution has been adopted by the general meeting of members, the profits shall be added to the Profit Reserve.

22.9 Losses of the co-operative shall be allocated to the Profit Reserve.

22.10 Any distribution at the expense of the Profit Reserve can only be made pursuant to a unanimous resolution of the general meeting of members but (i) only up to the amount of the positive balance of the Profit Reserve, and (ii) provided that distributions shall at all times be made to the members pro-rata to the balance of their respective members capital accounts unless unanimously decided otherwise by the general meeting of members.

22.11 The general meeting of members may unanimously decide to make interim distributions from profits realized during a current year (as estimated by the general meeting) to the members, subject to this article 22 paragraph 10 and only to the extent that the Profit Reserve is not negative.

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22.12 A deficit may be made up to the detriment of the reserves prescribed by law only in so far as so permitted by law.

22.13 In case of a payment to a member in conformity with this article, such repayment shall be made to a bank account designated by that member within seven (7) days after the written request thereto by the member. The general meeting of members may decide that payments to members may also be made in kind.

Member capital accounts. Payments upon termination of membership

Article 23

23.1 The co-operative shall maintain in its accounts for each member a member capital account.

23.2 The accounts referred to in paragraph 1 shall be maintained in euro.

23.3 A member capital account may only be transferred together with the membership in the manner referred to in article 3 paragraph 2 of these articles of association.

23.4 The amounts advanced to the co-operative by a member in accordance with article 12 shall be entered in the member’s member capital account.

23.5 Without prejudice to paragraph 6 of this article, the amount of the advance in the member capital account shall be repaid only at the end of the membership or after the winding up of the co-operative, in accordance with the provisions of articles 25 and thereafter.

23.6 The authority to determine the timing and further conditions of any other distribution to the members, at the expense of the member capital accounts, shall be vested in the general meeting of members pursuant to a unanimous resolution, provided that each member capital account must have a positive balance at all times.

23.7 In case of a repayment to a member in conformity with paragraph 5 and 6 of this article, such repayment shall be made to a bank account designated by that member within seven (7) days after the written request thereto by the member. The general meeting of members may decide that payments to members may also be made in kind.

Amendment of the articles of association

Article 24

24.1 An amendment to the articles may only be made pursuant to a resolution of the general meeting of members, which has been convened mentioning that an amendment of the articles shall be proposed at the meeting. The verbatim text of the proposal must be enclosed with the notice convening the meeting and shall be available as the office of the co-operative for inspection by the members.

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24.2 Members, who in response to receipt of a proposal to amend the articles, wish to see an amendment made thereto, must notify the management board of the proposal containing the verbatim text of the amendment at least seven (7) days before the day on which the general meeting of members will be held, and the management board shall immediately, at least five (5) days before the meeting, notify the other members and shall send the aforesaid the text of the amendment.

24.3 The general meeting of members may only adopt a resolution to amend the articles by a unanimous vote of all members.

24.4 The provision of paragraphs 1 and 2 of this article shall not apply if all members are present or represented at the general meeting of members, and the resolution to amend the articles is passed by a unanimous vote or the resolution to amend the articles is taken outside a meeting.

24.5 Each director shall be authorized to execute the deed of amendment of the articles and to give a power of attorney for this purpose to another person.

Winding-up

Article 25

25.1 The co-operative may be dissolved by a resolution adopted by the general meeting of members.

25.2 The co-operative shall continue to exist after its dissolution to the extent required for the purpose of the liquidation of its assets and liabilities. In documents and announcements issued by it, the words: “in liquidation” (in liquidatie) must be added to its name.

25.3 The provisions of article 24 paragraphs 1, 3 and 4 shall correspondingly apply to a resolution to dissolve the co-operative.

25.4 From the balance remaining after payment of the debts there shall first be transferred as a liquidation distribution to each member the amount for which each member was credited on its member capital account. The remainder, if any, shall be transferred to the members in proportion to the amount for which they were credited on their member capital accounts at the time of the dissolution of the co-operative.

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Article 26

If the co-operative is dissolved pursuant to a resolution adopted by the general meeting of members its affairs shall be liquidated by the management board of the co-operative, unless the resolution to dissolve the co-operative has designated other liquidators.

Exclusion from liability

Article 27

Any liability of the members or the former members to contribute to a deficit of the co-operative is excluded.

Standing rules

Article 28

28.1 Standing rules and/or other rules shall further regulate, insofar as is necessary, all matters, which these articles shall leave for further regulation to the rules concerned, and all other subjects for which the general meeting of members considers rules to be advisable.

28.2 Adoption of and amendments to the standing rules and/or other rules may be made pursuant to a resolution of the general meeting of members by unanimous vote of all members.

28.3 The standing rules and/or other rules may not contain any provisions which deviate from or are contrary to the provisions of law or the articles, unless such deviation is permitted by law or the articles.

Transitional provision

Article 29.

The first financial year of the co-operative shall end on the thirty-first day of December, two thousand and twelve.

Final statements.

Finally, the person appearing, acting as aforesaid, has declared:

(A) The first members of the co-operative are:

1. Tronox Worldwide LLC, aforementioned; and

2. Tronox Holdings, Inc., aforementioned.

(B). The first members have agreed to make the following initial contribution to their member capital account:

1. Tronox Worldwide LLC: nine hundred ninety-nine euro (EUR 999.--); and

2. Tronox Holdings, Inc.: one euro (EUR 1.--).

(C) Appointed as directors are:

I. one director A, being: mister Michael Jon Foster, born in Illinois, United States of America, on the twenty-second day of February, nineteen hundred and sixty-seven, living at 3105 Canyon Road, Oklahoma City, OK 73120, United States of America;

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II. two directors B, being:

• mister Ferdinand Johannes Lambertus Klinckhamers, born in Amsterdam, The Netherlands, on the twenty-ninth day of November nineteen hundred and sixty, residing at Talinghof 19, 2623 NR Delft, The Netherlands; and

• mister Arie Jan Duvekot, born on the twenty-second day of February nineteen hundred sixty-five, in Vrouwenpolder, The Netherlands, residing at Ir. Jules Kayserdreef 4, 5915 JP Venlo, The Netherlands.

(D) The address of the co-operative shall be Prof. Gerbrandyweg 2, 3197KK Rotterdam-Botlek.

POWERS OF ATTORNEY

The power of attorney granted to the appearing person is evidenced by two (2) documents which are attached to this deed.

CLOSE

The person appearing is known to me, civil law notary.

WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague (‘s-Gravenhage) on the date first written above.

Prior to the execution of this deed, I, civil law notary, informed the appearing person of the substance of the deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result from this deed.

Subsequently, the appearing person declared to have taken note of the contents of this deed after timely being given the opportunity thereto and waived a full reading of this deed.

Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary.

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UNOFFICIAL ENGLISH TRANSLATION OF

THE DEED OF ADMISSION AND AMENDMENT TO THE ARTICLES OF ASSOCIATION

OF

TRONOX HOLDINGS COÖPERATIEF U.A.

The attached document is an unofficial English translation of the deed of admission and amendment to the articles of association of Tronox Holdings Coöperatief U.A., having its corporate seat at Amsterdam, executed on June 22, 2012.

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in the translation, and if so, the Netherlands text will by law govern.

RR/CC/TRNXI.0010 (step 22A-2)

Final

DEED OF ADMISSION AND

AMENDMENT TO THE ARTICLES OF ASSOCIATION OF

TRONOX HOLDINGS COÖPERATIEF U.A.

(please note that this is a non-certified translation; the original will be executed in the Dutch language)

On this day, the twenty second day of June, two thousand and twelve, appeared before me, Renatus Martinus Rieter, civil law notary, officiating in The Hague (‘s-Gravenhage), The Netherlands:

Ilona Maria Kraan, born in Leiden, the Netherlands on the twentieth day of August nineteen hundred sixty-four, employed at Bird & Bird, LLP, in The Hague, the Netherlands, with office address: Van Alkemadelaan 700, 2597 AW The Hague, the Netherlands, for the purposes hereof acting as a written attorney of:

1. Tronox Holdings Coöperatief U.A., a cooperative (coöperatie) with excluded liability organised under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, and with business address: Prof. Gerbrandyweg 2, 3197KK Rotterdam-Botlek, the Netherlands, registered in the trade register under number 55056113, hereinafter referred to as: the “Coop”; and

2. Tronox Limited (ACN 153 348 111), a public company limited by shares and incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“Tronox Ltd”), for the purposes hereof acting as limited partner (commanditaire vennoot) of:

Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam, the Netherlands, and registered with the Dutch trade register under number: 24424862, this partnership hereinafter referred to as: the “Partnership”

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The appearing person, acting as aforementioned, declared:

WHEREAS:

A. The articles of association of Coop were established by deed of incorporation executed before R.M. Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), the Netherlands, on the fifth day of April, two thousand and twelve (the “Articles”). The Articles have not been amended since.

B. The members of the Coop are:

1. Tronox Worldwide LLC, a limited liability company formed under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America (“Tronox Worldwide”); acting: as managing partner (beherend vennoot) of: Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands, having its registered office at Prof. Gerbrandyweg 2, 3197 KK Botlek, Rotterdam and registered with the Dutch trade register under number: 24424862, this partnership hereinafter referred to as: the “Partnership”, and

2. Tronox Holdings, Inc., a company incorporated under the laws of the state of Delaware, United States of America, having its primary address at Tronox Technical Center, 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134, United States of America and its registered office at 1209 Orange Street, Wilmington, DE 1980, United States of America (“Tronox Holdings”), acting as the limited partner (stille vennoot) of the Partnership.

C. Tronox Ltd wishes to be admitted a member of the Coop and has submitted such request with the management board of the Coop.

D. Pursuant to article 4 paragraph 1 of the Articles, the general meeting of members of the Coop unanimously resolved, on the ## day of June two thousand and twelve, outside a formal meeting, to admit Tronox Ltd as a new member of the Coop (the “Members Resolution”). A (fax) copy of the Members Resolution is attached to this deed.

E. In the Members Resolution the general meeting of members of the Coop also resolved to amend the Coop’s articles of association.

The appearing person declared as follows:

I. Admission new member

1. Following the Members Resolution, Tronox Ltd is a new member of the Coop as per the date hereof.

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2. Tronox Ltd, as a new member of the Coop, has declared to have considered and acquainted itself with the text of the Articles and the amendment to the Articles as stated under II. below.

3. The Coop hereby acknowledges that Tronox Ltd is admitted as a new member of the Coop as per the date hereof and shall cause the required notes to be entered into its members’ register.

II. Amendment of the articles of association

Pursuant to the Members Resolution, the Coop’s Articles are amended as follows:

“ARTICLES

Name and registered seat

Article 1

1.1 The name of the co-operative is: Tronox Holdings Coöperatief U.A.

1.2 The co-operative has its registered seat in Rotterdam, The Netherlands.

Objects

Article 2

2.1 The objects of the co-operative are to provide for certain material needs of its members under agreements concluded with them in the business it conducts or causes to be conducted to that end for the benefit of its members, all with due observance of Section 2:53 paragraph 1 of the Dutch Civil Code.

2.2 The co-operative aims to achieve its objective by carrying out and/or causing to be carried out the following business activities:

a. to incorporate, to participate in any way whatsoever, to manage, to supervise, to operate and to promote enterprises, businesses and companies;

b. to finance businesses and companies;

c. to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with the foregoing;

d. to render advice and to render services to enterprises and companies;

e. to provide guarantees, to bind the co-operative and to encumber its assets for obligations of companies and enterprises;

f. to obtain, manage, exploit and alienate registered property and items of property in general;

g. to trade in currencies, securities and items of property in general;

h. to exploit and trade in patents, trade marks, licenses, know-how and other industrial property rights;

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i. to perform any and all activity of an industrial, financial or commercial nature;

as well as anything pertaining to the foregoing, relating thereto or conducive thereto, all in the widest sense of the word.

2.3 The co-operative may stipulate rights for and on behalf of its members but only to the extent that the rights relate to the members’ interests in the co-operative.

2.4 The co-operative is incorporated for an indefinite period of time.

Membership

Article 3

3.1 The co-operative shall have members.

3.2 Membership with all rights and obligations attached thereto is transferable provided that prior to the transfer, the approval of the general meeting of members has been obtained by the unanimous written consent of all members.

3.3 A member may not create a right of pledge or a right of usufruct on its membership interest, unless the prior approval of the general meeting of members has been obtained, by the unanimous written vote of all members.

Admission of members

Article 4

4.1 Admission or replacement of (new) members shall occur by way of a resolution by the general meeting of members adopted by the unanimous vote of all members.

4.2 A written application for membership must be submitted to the management board of the co-operative. The general meeting of members shall resolve as soon as possible on the application.

4.3 The applicant will be notified in writing as soon as possible as to whether he is admitted as a member or is rejected as a member.

4.4 The expression “in writing” in these articles of association shall include any document transmitted by current means of communication and received in writing.

Register of members

Article 5

The management board shall keep a members’ register in which the names and addresses of the members of the co-operative, the dates of commencement and termination of the membership, and the manner in which the membership has terminated, shall be recorded.

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End of membership

Article 6

6.1 The membership of a member ends when:

(a) notice of termination (opzegging) is given by the co-operative in accordance with the provisions of article 7;

(b) notice of termination (opzegging) is given by the member in accordance with the provisions of article 8;

(c) removal (ontzetting) occurs, in accordance with the provisions of article 9;

(d) the member transfers his membership in accordance with these articles;

(e) the existence of a member being a corporate entity terminates, unless the provisions of paragraph 2 apply;

(f) a legal merger (juridische fusie) or a legal demerger (juridische splitsing) to which the co-operative is a party and as a result of which the co-operative ceases to exist.

6.2 If a member enters into a legal merger or a legal demerger as a result of which the member shall cease to exist, or is otherwise involved in a transaction with the purpose of transferring all or any part of its assets (including its membership) under universal succession of title (algemene titel), the membership shall transfer to the acquiring legal entity, provided that prior to such transfer the approval of the general meeting, the of members is obtained, by the unanimous vote of all members.

If such prior approval, as stated above, is not granted by the general meeting, the membership shall terminate as and when the member ceases to exist or the above transaction takes effect, as the case may be.

Article 7

7.1 The management board may terminate, on behalf of the co-operative, the membership of a member if:

(a) a member becomes bankrupt, is dissolved or has been granted a moratorium of payment, or similar measures under foreign law are taken;

(b) the member does not comply with his obligations to the co-operative;

(c) the co-operative cannot reasonably be required to allow the membership to continue;

(d) the member no longer meets one or more requirements for membership.

7.2 In the events as referred to in paragraph 1 of this article, the management board shall notify the member in writing of its decision to terminate the membership stating the reasons for the termination and effective date of termination. The management board may determine such effective date of termination.

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7.3 A member who has been notified of the termination of his membership in the cases referred to in paragraph 1 of this article, may be suspended by the management board.

Article 8

8.1 A member may give notice of termination of membership at any time. Membership shall in that case be terminated with effect from the end of the current financial year. Notice of termination must be given at least four (4) weeks prior to the end of the financial year.

However, a member has the right to terminate his membership with immediate effect:

(a) if the member cannot reasonably be required to allow the membership to continue;

(b) within one month after having become aware or having been notified of a resolution restricting his rights or increasing his obligations, in which case the resolution shall not apply to him;

(c) within one month after having been informed of a resolution to convert the co-operative or to merge or demerge the same.

Notice of termination of membership shall be given by means of written notice to the management board or by placing a dated and signed statement in the register of members.

8.2 The management board shall send the member, who has given notice of termination of membership as described in paragraph 1, written notice of receipt within fourteen (14) days, failing which the member is entitled to give notice of termination of membership again by means of a bailiff’s summons at the expense of the co-operative.

Article 9

9.1 The management board may remove a member, if:

(a) a member acts in breach of these articles of association, standing rules or other by-laws; or

(b) a member acts in breach of a valid resolution of the co-operative; or

(c) a member prejudices the co-operative in an unreasonable manner.

Such resolution of the management board can only be adopted if, prior to the removal, the written consent of all other members has been obtained.

9.2. The management board shall notify the member concerned of the decision for removal by registered letter stating the reasons on which it is based.

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9.3 A member who has been removed may appeal against the decision of the management board to the general meeting of members during one (1) month after the notification regarding the removal has been received by him.

9.4 A member, who has been removed, is suspended as such with effect from the day he received the registered letter containing the notification pertaining to his removal during the appeal term or until a decision on the appeal has been made by the general meeting of members.

Rights and obligations of members

Article 10

10.1 Upon termination of membership of the co-operative (other than by way of a transfer as set out in these articles) only the payments as specified in article 23 hereof will become due.

10.2 Upon termination of membership (other than by way of a transfer) the (former) member shall only have the rights as specified by these articles. Upon termination of membership by way of a transfer the (former) member shall not have any rights after the transfer has taken place.

Article 11

11.1 The members may:

(a) inspect the register of members; and

(b) inspect the annual accounts drawn up, and other additional information required by law, and if required, obtain a copy of the aforementioned documents at no cost.

11.2 Each member is obliged to enter into an agreement with the co-operative as referred to in article 2 of these articles of association.

Article 12

12.1 Each member shall contribute as contribution (‘inleggelden’) to the co-operative cash or other assets, as determined by the general meeting of members by unanimous decision. No interest shall be payable on the contributions made by a member to the co-operative.

12.2 A contribution as referred under paragraph 1 shall be laid down in a separate contribution agreement between the co-operative and the member who made the contribution.

12.3 A member may only contribute any additional amounts, either cash or other assets, as contribution to the co-operative after the prior approval of the general meeting of members by unanimous decision.

12.4 Unless otherwise stipulated in these articles of association, no member shall have the right to withdraw any part of its contribution to the co-operative or to receive any distributions in respect of its membership in the co-operative without the prior approval of the general meeting of members by unanimous decision.

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Management board, Appointment, dismissal and suspension, Remuneration.

Article 13

13.1 The management board (bestuur) shall consist of one or more directors A and one or more directors B.

13.2 Only persons residing in the Netherlands and/or entities having their registered seat in the Netherlands may be appointed as director B.

13.3 Directors will be appointed by the general meeting of members.

13.4 The general meeting of members shall determine the number of directors. The number of directors B should be at least equal to the number of directors A.

13.5 Non-members of the co-operative may be appointed as directors.

Article 14

The directors may at all times be dismissed or suspended by the general meeting of members.

Article 15

15.1 The management board shall designate from its midst a chairman, a secretary and a treasurer. A director can have more than one function.

15.2 A director shall be appointed for an indefinite period.

15.3 Vacancies shall be filled as soon as possible. The management board shall be fully empowered to manage and represent the co-operative, even if it is incomplete.

15.4 If one or more of the directors are not in office or prevented from acting, the remaining directors or director shall assume his/their dut(y)(ies).

Article 16

The directors may receive a reimbursement of reasonable travel costs and other expenses. The general meeting of members shall decide on the remuneration of the directors.

Duties of the management board, meetings, decision making process and allocation of duties.

Article 17

17.1 Subject to the restrictions imposed by these articles of association, the management board shall be entrusted with the management of the co-operative.

17.2 The management board shall meet as often as any director shall see fit, however, in any case at least once per year.

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17.3 Resolutions may only be passed if at least one director A and one director B are present at a meeting. Each director may cast one (1) vote at the meetings of the management board, whereby directors A and directors B have equal voting powers. Directors may only be represented in a meeting of the management board by a fellow director with the same letter indication pursuant to a written power of attorney.

17.4 All meetings of the management board shall be held in the Netherlands.

17.5 The management board may also adopt resolutions outside a meeting provided that these are adopted in writing, all directors have been consulted and none of them opposes this way of adopting resolutions.

17.6 The chairman shall chair the meetings of the management board. In case of his absence the meeting shall appoint a chairman.

17.7 The management board may determine the duties with which each director will be charged in particular. The allocation of duties shall require the approval of the general meeting of members.

Approval of decisions of the management board

Article 18

18.1 The general meeting of members is entitled to require resolutions of the management board to be subject to its approval. These resolutions shall be clearly specified and notified to the management board in writing.

18.2 The lack of approval referred to in paragraph 1 does not affect the authority of the management board or the directors to represent the co-operative.

Representation of the co-operative. Conflict of interest.

Article 19

19.1 The management board shall represent the co-operative. The authorization to represent the co-operative shall also accrue to a director A and a director B acting jointly.

19.2 The management board may resolve to grant power of attorney to one or more directors or other persons, to represent the co-operative within the limits of these articles of association and the power of attorney.

19.3 In all cases of a conflict of interest between the co-operative and one or more directors, the representation clause under paragraph 1 above will remain in full force. The general meeting of members is entitled to appoint one or more persons to represent the co-operative.

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General meeting of members

Article 20

20.1 All members have admittance to the general meeting of members. Members may have themselves represented by a proxy-holder (who does not have to be a member of the co-operative) by way of a written power of attorney which should be submitted to the chairman of the general meeting of members. Without prejudice to the prior sentence, members may not have themselves represented by a proxy-holder with respect to the resolutions to be taken by the general meeting of members as referred to in article 3 paragraph 2 and paragraph 3, article 4 paragraph 1, article 6 paragraph 2, article 12 paragraph 1, paragraph 3 and paragraph 4 and article 23 paragraph 6.

20.2 Each non-suspended member shall have the right to cast one vote or more votes. The total number of votes that each member who is not suspended shall have is equal to the total amount of its member capital account divided by the total balance of all member capital accounts times one hundred, or the number closest thereto that can be divided by one (1), provided that each unsuspended member shall have at least one (1) vote.

20.3 Each year at least one general meeting of members shall be held.

20.4 Furthermore, the management board shall convene the general meeting of members as often as the management board shall see fit, or on the written application of at least one member.

20.5 General meetings of members shall be held in the Netherlands, or in such other place as agreed upon by all members.

20.6 All general meetings of members shall be convened at least fourteen (14) days prior to the date of the meeting by means of a notice convening the meeting, the address and the time of the meeting and the items of the agenda.

20.7 If one or more requirements of paragraph 6 have not been complied with, the meeting may nevertheless adopt valid resolutions provided all members are represented at the meeting, notwithstanding the provisions of paragraph 1 and paragraph 8.

20.8 If the management board or a member is of the opinion that there is a matter of the utmost urgency, the general meeting of members may be convened within a shorter period of time, however without the approval of all members never within a period of less than four (4) working days.

20.9 The general meetings of members shall be chaired by the chairman of the management board. In case of his absence the meeting shall appoint its chairman.

20.10 The chairman of the meeting shall designate a person to prepare the minutes.

20.11 Resolutions shall be passed at the general meeting of members by an absolute majority of votes unless these articles stipulate otherwise.

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Resolutions outside a general meeting

Article 21

21.1 Resolutions of members may, except during a general meeting of members, also be adopted in writing, provided they are adopted unanimously by all members entitled to vote, and provided always that members may not have themselves represented by a proxy-holder with respect to the resolutions to be taken by the general meeting of members as referred to in article 3 paragraph 2 and paragraph 3, article 4 paragraph 1, article 6 paragraph 2, article 12 paragraph 1, paragraph 3 and paragraph 4 and article 23 paragraph 6.

21.2 The management board shall keep a record of the resolutions thus made. Each of the members must procure that the management board is informed in writing of the resolutions made in accordance with paragraph 1 as soon as possible. The records shall be deposited at the offices of the co-operative for inspection by the members. Upon request each of them shall be provided with a copy or an extract of such record at not more than the actual costs.

Financial year, annual accounts, profit and losses.

Article 22

22.1 The financial year of the co-operative shall run from the first day of January up to and including the thirty-first day of December next.

22.2 Each year, within six (6) months after the end of the financial year, unless this period has been extended by a maximum of five (5) months by the general meeting of members on account of special circumstances, annual accounts shall be prepared by the management board and shall be made available for inspection by the members at the office of the co-operative. Within this period the management board shall also deposit the annual report for inspection by the members.

22.3 The general meeting of members may give instructions for the audit of the annual accounts to a chartered accountant. The accountant shall carry out the examination referred to in Section 2:393 Subsection 3 of the Dutch Civil Code, and shall report on his audit to the management board. He shall set out the result of his audit in a statement as to whether the annual accounts give a true and fair view. If the general meeting of members has not instructed a chartered accountant to audit the annual accounts, it shall annually appoint a committee of at least two members who may not form part of the management board. The committee shall examine the annual accounts and shall report on its findings to

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the general meeting of members. The management board must provide the committee for its examination with all information requested by it and show it, if so desired, the cash and valuables and allow it to inspect the books and records of the
co-operative. The general meeting of members may not adopt the annual accounts if the members have not been able to take cognizance of the accountant’s statement or the report of the committee.

22.4 The annual accounts shall be adopted by the general meeting of members, which the management board shall cause to be held within one (1) month from the end of the period referred to in article 22.2.

22.5 The annual accounts, as prepared, shall be signed by the directors and if the signature of one or more of them is missing this shall be stated, giving the reason therefore.

22.6 The management board shall ensure that the annual accounts which have been drawn up, the annual report and the other additional information required pursuant to article 2:392 paragraph 1 of the Dutch Civil Code shall be available for inspection by the members at the offices of the co-operative as from the date of the notice convening the meeting intended to consider the aforementioned documents.

22.7 A resolution of the general meeting of members to discharge the directors from liability for their management, shall relate exclusively to the management in as far as such is apparent from the annual accounts, unless expressly otherwise stated in the relevant resolution.

22.8 The co-operative shall maintain a profit reserve to which the profits and losses in any current financial year shall be allocated in accordance with the provisions of this article 22. (the “Profit Reserve”). From the positive balance of the profit and loss account first an amount equal to the negative balance of the Profit Reserve (if any) shall be allocated to the Profit Reserve. Any balances remaining shall, subject to this article 22 paragraph 10, be distributed to the members of the co-operative
pro-rata to the balance of their respective member’s capital accounts and/or added to the Profit Reserve in the amount or amounts as determined by the general meeting of members. If no unanimous resolution has been adopted by the general meeting of members, the profits shall be added to the Profit Reserve.

22.9 Losses of the co-operative shall be allocated to the Profit Reserve.

22.10 Any distribution at the expense of the Profit Reserve can only be made pursuant to a unanimous resolution of the general meeting of members but (i) only up to the amount of the positive balance of the Profit Reserve, and (ii) provided that distributions shall at all times be made to the members pro-rata to the balance of their respective members capital accounts unless unanimously decided otherwise by the general meeting of members.

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22.11 The general meeting of members may unanimously decide to make interim distributions from profits realized during a current year (as estimated by the general meeting) to the members, subject to this article 22 paragraph 10 and only to the extent that the Profit Reserve is not negative.

22.12 A deficit may be made up to the detriment of the reserves prescribed by law only in so far as so permitted by law.

22.13 In case of a payment to a member in conformity with this article, such repayment shall be made to a bank account designated by that member within seven (7) days after the written request thereto by the member. The general meeting of members may decide that payments to members may also be made in kind.

Member capital accounts. Payments upon termination of membership

Article 23

23.1 The co-operative shall maintain in its accounts for each member a member capital account.

23.2 The accounts referred to in paragraph 1 shall be maintained in euro.

23.3 A member capital account may be transferred, partially or in its entirety, to another member. The members involved shall give immediate notice of such transfer to the co-operative

23.4 The amounts advanced to the co-operative by a member in accordance with article 12 shall be entered in the member’s member capital account.

23.5 Without prejudice to paragraph 6 of this article, the amount of the advance in the member capital account shall be repaid only at the end of the membership or after the winding up of the co-operative, in accordance with the provisions of articles 25 and thereafter.

23.6 The authority to determine the timing and further conditions of any other distribution to the members, at the expense of the member capital accounts, shall be vested in the general meeting of members pursuant to a unanimous resolution, provided that each member capital account must have a positive balance at all times.

23.7 In case of a repayment to a member in conformity with paragraph 5 and 6 of this article, such repayment shall be made to a bank account designated by that member within seven (7) days after the written request thereto by the member. The general meeting of members may decide that payments to members may also be made in kind.

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Amendment of the articles of association

Article 24

24.1 An amendment to the articles may only be made pursuant to a resolution of the general meeting of members, which has been convened mentioning that an amendment of the articles shall be proposed at the meeting. The verbatim text of the proposal must be enclosed with the notice convening the meeting and shall be available as the office of the co-operative for inspection by the members.

24.2 Members, who in response to receipt of a proposal to amend the articles, wish to see an amendment made thereto, must notify the management board of the proposal containing the verbatim text of the amendment at least seven (7) days before the day on which the general meeting of members will be held, and the management board shall immediately, at least five (5) days before the meeting notify the other members and shall send the aforesaid the text of the amendment.

24.3 The general meeting of members may only adopt a resolution to amend the articles by a unanimous vote of all members.

24.4 The provision of paragraphs 1 and 2 of this article shall not apply if all members are present or represented at the general meeting of members, and the resolution to amend the articles is passed by a unanimous vote or the resolution to amend the articles is taken outside a meeting.

24.5 Each director shall be authorized to execute the deed of amendment of the articles and to give a power of attorney for this purpose to another person.

Winding-up

Article 25

25.1 The co-operative may be dissolved by a resolution adopted by the general meeting of members.

25.2 The co-operative shall continue to exist after its dissolution to the extent required for the purpose of the liquidation of its assets and liabilities. In documents and announcements issued by it, the words: “in liquidation” (in liquidatie) must be added to its name.

25.3 The provisions of article 24 paragraphs 1, 3 and 4 shall correspondingly apply to a resolution to dissolve the co-operative.

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25.4 From the balance remaining after payment of the debts there shall first be transferred as a liquidation distribution to each member the amount for which each member was credited on its member capital account. The remainder, if any, shall be transferred to the members in proportion to the amount for which they were credited on their member capital accounts at the time of the dissolution of the co-operative.

Article 26

If the co-operative is dissolved pursuant to a resolution adopted by the general meeting of members its affairs shall be liquidated by the management board of the co-operative, unless the resolution to dissolve the co-operative has designated other liquidators.

Exclusion from liability

Article 27

Any liability of the members or the former members to contribute to a deficit of the co-operative is excluded.

Standing rules

Article 28

28.1 Standing rules and/or other rules shall further regulate, insofar as is necessary all matters, which these articles shall leave for further regulation to the rules concerned, and all other subjects for which the general meeting of members considers rules to be advisable.

28.2 Adoption of and amendments to the standing rules and/or other rules may be made pursuant to a resolution of the general meeting of members by unanimous vote of all members.

28.3 The standing rules and/or other rules may not contain any provisions which deviate from or are contrary to the provisions of law or the articles, unless such deviation is permitted by law or the articles.

Transitional provision

Article 29

The first financial year of the co-operative shall end on the thirty-first day of December, two thousand and twelve.”

Final provisions

Finally, the person appearing, acting as aforesaid, has declared:

A. By deed of adherence, contribution and amendment to the partnership agreement of the Partnership, executed before R.M. Rieter, civil law notary officiating in The Hague (‘s-Gravenhage), the Netherlands, on the twenty-second day of June, two thousand and twelve, Tronox Ltd has adhered to the Partnership as a limited partner (commanditaire vennoot) (the “Deed of adherence to Tronox CV”).

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B. In the Deed of adherence to Tronox CV, was assigned, contributed and transferred to Tronox Ltd, in connection its adherence to the Partnership:

• fifty-nine and nine hundred and four thousandth percent (59.904 %) of the Partnership Interest of Tronox Worldwide, including (inter alia) fifty-nine and nine hundred and four thousandth percent (59.904 %) of the Tronox Worldwide Member Capital Account in the Coop, such under the condition precedent (opschortende voorwaarde) of Tronox Ltd being admitted to the Coop as a new member and amendment of the Articles; and

• ninety-six thousandth percent (0.096 %) of the Partnership Interest of Tronox Holdings, including (inter alia) ninety-six thousandth percent (0.096 %) of the Tronox Holdings Member Capital Account in the Coop, such under the condition precedent (opschortende voorwaarde) of Tronox Ltd being admitted to the Coop as a new member and amendment of the Articles.

C. In connection with the adherence to the Partnership, Tronox Ltd, acting in its own name, has contributed and assigned a claim on Tronox Global Holdings Pty Ltd (ACN 154 691 826), a proprietary company limited by shares incorporated under the laws of Australia, having its business address at One Brodie Hall Drive, Bentley, Western Australia 6102 (“TGH”) (this claim referred to as “TGH Claim”) to the Partnership.

D. The Partnership shall contribute the TGH Claim to the Coop (the “Contribution Agreement”). Upon execution of this deed and the effectuation of the Contribution Agreement, the members of the Coop shall have the following member capital accounts:

• Tronox Worldwide: sixty five million five hundred forty two thousand four hundred twenty three Euros and eighty Eurocents (65,542,423.80 EUR);

• Tronox Ltd: ninety eight million three hundred twenty one thousand nine hundred sixty nine Euros and forty three Eurocents (98,321,969.43 EUR); and

• Tronox Holdings: six thousand five hundred fifty five Euros and seventy Eurocents (6,555.70 EUR).

E. The Coop has acknowledged the (conditional) transfer of ninety-six thousandth percent (0.096 %) of the Tronox Holdings Member Capital Account and fifty-nine and nine hundred and four thousandth percent (59.904 %) of the Tronox Worldwide Member Capital Account in the Deed of adherence to Tronox CV and shall cause the required notes to be entered into its members’ register.

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POWERS OF ATTORNEY/ATTACHMENT

1. The powers of attorney granted to the appearing person are evidenced by two (2) written powers of attorney, which are attached to this deed.

2. Furthermore to this deed is attached: (a (fax)copy of) the Members Resolution.

CLOSE

The appearing person is known to me, civil law notary.

WITNESSED THIS DEED, the original of which was drawn up and executed in The Hague (‘s-Gravenhage) on the date first written above.

Prior to the execution of this deed, I, civil law notary, informed the appearing person of the substance of the deed and gave him an explanation thereon, and furthermore pointed out the consequences which will result from this deed.

Subsequently, the appearing person declared to have taken note of the contents of this deed after timely being given the opportunity thereto and waived a full reading of this deed.

Immediately after a limited reading, this deed was signed by the appearing person and me, civil law notary, at nine hours and fifteen minutes ante meridiem and becomes effective as per that time.

(Signed by the person appearing and the Notary).

ISSUED AS TRUE COPY

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EX-5.1

Exhibit 5.1

Our ref:         BGW\KTTN\03.2031.2954 Partner:         Bruce Whittaker Direct line:   +61 3 9679 3212 Email:           bruce.whittaker@ashurst.com Contact:        Kenneth Nguyen, Senior Associate Direct line:    +61 3 9679 3878 Email:           kenneth.nguyen@ashurst.com   10 June 2013 Ashurst Australia Level 26 181 William Street Melbourne VIC 3000 Australia   GPO Box 9938 Melbourne VIC 3001 Australia   Tel +61 3 9679 3000 Fax +61 3 9679 3111 DX 388 Melbourne www.ashurst.com  

To: Tronox Finance LLC

One Stamford Plaza

26 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

Dear Sirs

Tronox Finance LLC – US$900,000,000 6.375% Senior Notes due 2020

We have acted as Australian legal advisers to Tronox Finance LLC and each Australian Guarantor in relation to the Documents (defined below).

In this opinion, headings are for convenience only and do not affect interpretation.

1. DEFINITIONS

In this opinion:

(a) terms have the meanings given in Schedule 1; and

(b) subject to paragraph 1(a), terms that are defined in the Documents have the meanings given in those documents unless the context requires otherwise.

2. DOCUMENTS

We have examined and rely on:

(a) the draft form of Notation of Guarantee;

(b) an executed copy of the Indenture;

(c) copies identified to our satisfaction of:

(i) the certificate of registration and the constitution, both as at 3 August 2012 (in the case of Tronox Limited) or 20 August 2012 (in the case of the other Australian Guarantors) and at the date of this opinion, of each Australian Guarantor;

AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE) ITALY JAPAN

PAPUA NEW GUINEA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA

Ashurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory carrying on practice under the name “Ashurst” under licence from Ashurst LLP. Ashurst LLP is a limited liability partnership registered in England and Wales, and is a separate legal entity from Ashurst Australia. In Asia, Ashurst Australia, Ashurst LLP and their respective affiliates provide legal services under the name “Ashurst”. Ashurst Australia, Ashurst LLP or their respective affiliates has an office in each of the places listed above.

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(ii) an extract of minutes of a meeting of Tronox Limited held on 3 August 2012;

(iii) circulating resolutions of the board of directors of each Australian Guarantor other than Tronox Limited made on 20 August 2012; and

(iv) each Power of Attorney; and

(d) an extract of the public records of each Australian Guarantor produced, at our request, on 10 June 2013 by ASIC from information it obtained from its national database.

3. SCOPE

This opinion relates only to the Relevant Laws in force at 9.00 am (Melbourne time) on the date of this opinion. It is given on the basis that it will be construed in accordance with the laws of Victoria.

4. OPINION

Subject to the assumptions in Schedule 2 and the qualifications in Schedule 3, we are of the following opinion.

(a) Each Australian Guarantor is registered and validly existing under the Corporations Act and is capable of suing and being sued in its corporate name. According to the extracts referred to in paragraph 2(d) of this opinion, no steps have been taken to appoint a receiver, administrator or liquidator over, or to wind up, any Australian Guarantor.

(b) Each Australian Guarantor has the corporate power to enter into the Notation of Guarantee and to perform its obligations under it.

(c) Each Australian Guarantor has taken all corporate action that it needs to take to authorise it to enter into the Notation of Guarantee and to perform its obligations under it.

5. BENEFIT AND PURPOSE

This opinion is for the benefit solely of Tronox Finance LLC. It may not be used for any other purpose or relied on by any other person without our written consent except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof in connection with an opinion to be rendered by it on or about the date hereof relating to, among others, Tronox Finance LLC and the Australian Guarantors. No copy of or extract from this opinion may be supplied to any other person, and this opinion must not be quoted or referred to in any public document or filed with any Government Agency or other person, without our written consent, other than:

(a) as a filing with the Securities and Exchange Commission as an exhibit to the Registration Statement;

(b) to the extent required by law or a directive of a Government Agency;

(c) in connection with any litigation relating to a Document, the Exchange Notes or this opinion; or

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(d) to persons who, in the ordinary course of your business, have access to your records on the basis that they will make no further disclosure.

Yours faithfully

/s/ Ashurst Australia

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SCHEDULE 1

DEFINITIONS

ASIC means the Australian Securities and Investments Commission.

Australia means the Commonwealth of Australia.

Australian Guarantor means each of:

(a) Tronox Australia Pigments Holdings Pty Ltd ACN 155 120 728;

(b) Tronox Pigments Australia Holdings Pty Ltd ACN 155 235 304;

(c) Tronox Pigments Australia Pty Ltd ACN 155 254 336;

(d) Tronox Pigments Western Australia Pty Limited ACN 155 319 430;

(e) Tronox Limited ACN 153 348 111;

(f) Tronox Global Holdings Pty Limited ACN 154 691 826;

(g) Tronox Sands Holdings Pty Limited ACN 154 709 332;

(h) Tronox Australia Holdings Pty Limited ACN 155 254 274;

(i) Tronox Worldwide Pty Limited ACN 158 561 061;

(j) Tronox Western Australia Pty Ltd ACN 009 331 195;

(k) Tronox Holdings (Australia) Pty Ltd ABN 90 071 040 750;

(l) Tronox Investments (Australia) Pty Ltd ABN 53 071 040 152;

(m) Tronox Australia Sands Pty Ltd ABN 28 009 084 851;

(n) Ticor Resources Pty Ltd ABN 27 002 376 847;

(o) Ticor Finance (A.C.T.) Pty Ltd ABN 58 008 659 363;

(p) TiO2 Corporation Pty Ltd ABN 50 009 124 181;

(q) Tific Pty. Ltd. ABN 69 009 123 451;

(r) Yalgoo Minerals Pty. Ltd. ABN 21 008 948 383;

(s) Tronox Mineral Sales Pty Ltd ABN 40 009 344 094;

(t) Senbar Holdings Pty Ltd ABN 86 009 313 062;

(u) Synthetic Rutile Holdings Pty Ltd ABN 38 009 312 047;

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(v) Pigment Holdings Pty Ltd ABN 53 009 312 994; and

(w) Tronox Management Pty Ltd ACN 009 343 364.

Australian Tax Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth), jointly, as applicable.

Authorisation means:

(a) an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and

(b) in relation to anything that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken,

including any renewal or amendment.

Document means each of:

(a) the Notation of Guarantee;

(b) the Indenture; and

(c) the Registration Statement.

Exchange Notes means the US$900,000,000 6.375% Senior Notes due 2020 to be issued by the Issuer on or about 10 June 2013 in connection with an exchange offer to be made pursuant to the Registration Statement.

Government Agency means:

(a) a government or government department or other body;

(b) a governmental, semi-governmental or judicial person including a statutory corporation; or

(c) a person (whether autonomous or not) who is charged with the administration of a law.

Indenture means the indenture dated 20 August 2012 between, among others, the Issuer, the Australian Guarantors and Wilmington Trust, N.A., as trustee.

Issuer means Tronox Finance LLC.

Notation of Guarantee means a notation of guarantee substantially in the form set out in Exhibit E to the Indenture.

Power of Attorney means each of:

(a) a power of attorney of Tronox Limited ACN 153 348 111 dated 20 August 2012; and

(b) a power of attorney of each other Australian Guarantor dated 20 August 2012.

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Registration Statement means the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission on or about 10 June 2013.

Relevant Jurisdiction means each of New South Wales, Queensland and Western Australia.

Relevant Laws means the laws of the Relevant Jurisdiction and the federal laws of Australia as they apply in the Relevant Jurisdiction.

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SCHEDULE 2

ASSUMPTIONS

1. Assumptions regarding Documents

(a) All signatures, seals, dates and stamp duty markings on the Documents and the constitution of each Australian Guarantor are genuine.

(b) If we have reviewed a copy of a document rather than an original, the copy is a complete, genuine and accurate copy of the original.

(c) If we have reviewed a draft of a document rather than an executed copy, the document will be executed in the form of that draft.

(d) Where applicable, the Documents have been or will be duly stamped.

(e) The Documents have not been amended, released or discharged, and no provision in them has been waived.

(f) No Power of Attorney has been revoked or varied.

2. Assumptions relating to the parties and the entry into the Documents

(a) Each Australian Guarantor entered or will enter into the Documents to which it is a party in good faith and the entry by that Australian Guarantor into, and the performance of obligations by that Australian Guarantor under, those Documents are in its best interests and for the purpose of its business.

(b) No party has contravened or will contravene Chapter 2E (Related party transactions) of the Corporations Act by entering into a Document or giving effect to a transaction in connection with a Document.

(c) No party has contravened or will contravene section 260A (Financial assistance for acquiring shares) of the Corporations Act by entering into a Document or a transaction in connection with a Document.

(d) Each Australian Guarantor was or will be solvent at the time of and immediately after entering into the Documents to which it is a party.

(e) No transaction in connection with the Documents constituted or will constitute an insolvent transaction or an unfair loan within the meaning of section 588FC (Insolvent transactions) or 588FD (Unfair loans to a company) respectively of the Corporations Act.

(f) The meeting referred to in paragraph 2(c)(ii) of this opinion was properly convened and, in relation to the meeting referred to in paragraph 2(c)(ii) and the circulating resolutions referred to in paragraph 2(c)(iii):

(i) the resolutions described in the extract of minutes and each set of circulating resolutions were properly passed as valid decisions of the board of directors of the corresponding Australian Guarantor and have not been subsequently revoked, cancelled or varied;

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(ii) the directors of the corresponding Australian Guarantor have properly performed their duties and all provisions relating to the declaration of interest and voting were duly observed; and

(iii) the corresponding extract of the minutes of the meeting or circulating resolutions constitute a true and correct record of the matters in the relevant extract.

(g) Each person who relies on a Document or a Power of Attorney being binding on an Australian Guarantor is entitled to make the assumptions set out in section 129 (Assumptions that can be made) of the Corporations Act in relation to it, and we make these assumptions. In particular, sections 129(5) and (6) permit a person, unless that person knows or suspects that the assumption is incorrect, to assume that a document has been duly executed by a company if it appears to have been executed in accordance with section 127 by two persons who, according to certain documents filed by the company with ASIC, are a director and company secretary or two directors of the company (as the case may be).

We have not examined any documents filed with ASIC (other than each constitution referred to in paragraph 2(c) of this opinion) but have relied on the search referred to in paragraph 2(d) of this opinion to confirm that the persons who purport to have executed each Power of Attorney were (as the case may be) a director and company secretary or two directors of the corresponding Australian Guarantor.

(h) All information contained in the search referred to in paragraph 2(d) of this opinion, including information regarding each person listed as a director or company secretary, is complete, accurate, up-to-date and is the same as information provided by the corresponding Guarantor that is available to the public from ASIC.

(i) Where any obligation under the Documents is to be performed in any jurisdiction other than the Relevant Jurisdiction, its performance will not be illegal or unenforceable under the laws of that jurisdiction.

(j) No Australian Guarantor is acting as the trustee of any trust.

(k) The Documents:

(i) are within the capacity and power of, and have been or will be validly authorised, executed and delivered by, each party to them other than each Australian Guarantor; and

(ii) constitute or will constitute valid and binding obligations of each party to them under all applicable laws (other than the Relevant Laws as they affect the obligations of each Australian Guarantor).

(l) All steps required to be taken for the execution and delivery of the Documents (other than matters expressly addressed in paragraph 4 of this opinion) have been done or will be done.

(m) No party to a Document has engaged or will engage in misleading or deceptive conduct (by act or omission) or is conducting or will conduct its business or any activity contemplated by the Documents in any way or for any purpose not evident from the face of the Documents which might render any Document illegal, void, voidable or otherwise unenforceable or might otherwise render any part of this opinion incorrect.

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We have not investigated whether the assumptions in this schedule are correct. The fact that we make the assumptions does not imply that we are not aware of any circumstance that might affect whether they are correct. However, neither the partner responsible for the preparation of this opinion (Bruce Whittaker) nor the lawyer involved in preparation of this opinion (Kenneth Nguyen) is actually aware that any of the assumptions is incorrect.

None of the assumptions is limited by reference to any other assumption.

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SCHEDULE 3

QUALIFICATIONS

None of the following qualifications is limited by reference to any other qualification.

1. Searches

We have not made any independent investigations or searches, other than the searches referred to in paragraph 2(d) of this opinion. The results of those searches may not be complete, accurate or up-to-date.

2. Enforceability

(a) A statement that an obligation or document is “binding” or “enforceable in accordance with its terms” means that the obligation or document is of a type that courts in the Relevant Jurisdiction, in principle, will enforce. This does not mean that a court will give effect to the obligation or document in accordance with its terms in all circumstances. For example:

(i) a court might decline to exercise jurisdiction over a defendant if it considers that it is not the most appropriate court for the trial of the action, or if the parties have agreed to submit disputes to the courts of, or arbitration in, another place;

(ii) a court may not enforce performance of an obligation in a place if the performance of that obligation would be illegal by the laws of that place;

(iii) equitable remedies, such as injunctions and specific performance, are discretionary and will normally not be ordered where damages would be an adequate remedy;

(iv) a court might not give effect to an indemnity for legal costs;

(v) enforcement may be limited by statutes of limitation or by general law doctrines or statutory relief in relation to such matters as fraud, misrepresentation, duress, unreasonable or unconscionable conduct, frustration, estoppel, waiver or penalties;

(vi) enforcement may be affected by laws concerning lapse of time, moratorium, equities, liens, set offs, counterclaims, abatements, bankruptcy, liquidation, insolvency, administration, receivership or reorganisation or by other laws that affect creditors’ rights generally;

(vii) a document may not be enforceable or admissible in evidence unless any stamp duty that is payable on it has been paid; and

(viii) the courts in the Relevant Jurisdiction may stay proceedings if there are corresponding proceedings on foot in another jurisdiction.

The addressees specified in the Schedule 10 June 2013 Page  11

3. General qualifications

(a) To the extent that a provision of any of the Documents may require a corporation to procure another corporation to do or refrain from doing any act, if it would be a breach of the duties of the directors of the second-mentioned corporation to do or refrain from doing that act, or if it would be illegal or impossible for that corporation to do or refrain from doing that act, that provision may not be enforceable.

(b) We have relied, as to certain matters of fact, on information provided by officers of one or more of the Australian Guarantors.

(c) The specific approval of the Department of Foreign Affairs and Trade (“DFAT”) must be obtained in connection with certain payments and transactions having a prescribed connection with countries, entities and persons designated from time to time by DFAT for the purposes of the Autonomous Sanctions Regulations 2011 (Cth). Regulations in Australia also prohibit or restrict payments, transactions and dealings with certain countries or named entities or individuals associated with terrorism or otherwise subject to international sanctions.

(d) We express no opinion:

(i) on any provision that requires a person to do or not do something that is not clearly identified in the provision, or on any undertaking in a Document to comply with another document or agreement, unless that other document or agreement is itself a Document;

(ii) on the accuracy or relevance of any representation, warranty or other statement made by any party to a Document except to the extent that representation, warranty or other statement is expressly repeated in paragraph 4 of this opinion;

(iii) on whether goods and services tax is payable in connection with the transactions contemplated by the Documents;

(iv) on the financial ability of any Australian Guarantor to perform its obligations under the Documents; or

(v) as to, nor have we taken into account, the implications of any pending or foreshadowed legislative or regulatory proposal or amendment or of any litigation, hearing or pending judgment in the Relevant Jurisdiction or Australia including but not limited to any matter not yet decided on appeal.

EX-5.2

Exhibit 5.2

601 Lexington Avenue

New York, New York 10022

(212) 446-4800	Facsimile:     (212) 446-4900
www.kirkland.com

June 13, 2013

Tronox Finance LLC

One Stamford Plaza

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as legal counsel to Tronox Finance LLC, a Delaware limited liability company (the “Issuer”), and each of the guarantors listed on Schedule A hereto (the “Guarantors” and each a “Guarantor” and together with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $900,000,000 in aggregate principal amount of the Issuer’s 6.375% Senior Notes due 2020 (the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof. Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Exchange Notes are to be issued pursuant to the Indenture with respect to the Issuer’s 6.375% Senior Notes due 2020 issued on August 20, 2012 (the “Old Notes”) dated as of August 20, 2012, as amended, supplemented or modified prior to the date hereof (the “Indenture”) by and among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee. The Exchange Notes are to be issued in exchange for and in replacement of the Old Notes, of which $900,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificates of incorporation, certificates of formation, bylaws and operating agreements of the Issuer and the Guarantors, as applicable, (ii) resolutions of the boards of directors or similar bodies of each of the Issuer and the Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as of August 20, 2012, by and among the Issuer, the Guarantors and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and UBS Securities, LLC, as representatives of the Initial Purchasers defined therein, (vi) forms of the Exchange Notes and the notations of Guarantee.

Chicago            Hong Kong            London            Los Angeles            Munich            Palo Alto            San Francisco            Shanghai             Washington, D.C.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the Guarantors, and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer and the Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the notations of Guarantee have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Exchange Notes will be validly issued under the Indenture and binding obligations of the Issuer and the notations of Guarantee will be validly issued under the Indenture and binding obligations of the Guarantors.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware (together, the “Specified Laws”) and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We are not qualified to practice law in the State of Delaware and our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law and the Limited

2

Liability Company Act of the State of Delaware, which we consider normally applicable to transactions of this type, without our having made any special investigation as to the applicability of another statute, law, rule or regulation. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

For the purpose of our opinion expressed above, we have assumed (i) that the Indenture and notations of Guarantee have been duly authorized by the Guarantors organized in jurisdictions other than the State of Delaware and (ii) to the extent execution and delivery are governed by laws other than the Specified Laws, that the Indenture and notations of Guarantee have been duly executed and delivered.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

We have also assumed that the execution and delivery of the Indenture, the Exchange Notes, and the notations of Guarantee and the performance by the Issuer and the Guarantors of their obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound.

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Yours very truly,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

3

Schedule A

Guarantors	Jurisdiction of Organization
Tronox Incorporated	Delaware
Tronox LLC	Delaware
Tronox US Holdings Inc.	Delaware
Tronox Australia Holdings Pty Limited	Western Australia, Australia
Tronox Australia Pigments Holdings Pty Limited	Western Australia, Australia
Tronox Global Holdings Pty Limited	Western Australia, Australia
Tronox Limited	Western Australia, Australia
Tronox Pigments Australia Holdings Pty Limited	Western Australia, Australia
Tronox Pigments Australia Pty Limited	Western Australia, Australia
Tronox Pigments Western Australia Pty Limited	Western Australia, Australia
Tronox Pigments LLC	Western Australia, Australia
Tronox Sands Holdings Pty Limited	Western Australia, Australia
Tronox Western Australia Pty Ltd	Western Australia, Australia
Tronox Worldwide Pty Limited	Western Australia, Australia
Tronox Holdings (Australia) Pty Limited	Western Australia, Australia
Tronox Investments (Australia) Pty Ltd	Western Australia, Australia
Tronox Australia Sands Pty Ltd	Western Australia, Australia
Ticor Resources Pty Ltd	Western, Australia, Australia
Ticor Finance (A.C.T.) Pty Ltd	Western Australia, Australia
Tronox Sands Holdings Pty Limited	Western Australia, Australia
TiO2 Corporation Pty Ltd	Western Australia, Australia
Yalgoo Minerals Pty. Ltd.	Australia
Tific Pty. Ltd.	Australia
Synthetic Rutile Holdings Pty Ltd	Australia
Senbar Holdings Pty Ltd	Australia
Pigment Holdings Pty Ltd	Australia
Tronox Mineral Sales Pty Ltd	Australia
Tronox Management Pty Ltd	Australia
Tronox International Finance LLP	United Kingdom
Tronox Pigments Ltd.	Bahama Islands
Tronox Holdings Europe C.V.	The Netherlands
Tronox Holdings Coöperatief U.A.	The Netherlands

4

EX-5.3

Exhibit 5.3

	30 St Mary Axe London EC3A 8AF
A. Stephen Gillespie To Call Writer Directly: +44 20 7469 2055 stephen.gillespie@kirkland.com	Telephone: +44 20 7469 2000 www.kirkland.com	Facsimile: +44 20 7469 2001

13 June 2013

BY EMAIL AND POST

Tronox Finance LLC (the “Issuer”)

One Stamford Plaza

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

Dear Sirs,

1 Scope and purpose of opinion

1.1 We have acted as counsel to the Issuer and Tronox International Finance LLP, a limited liability partnership incorporated in England & Wales (the “Company”) in connection with the Company’s proposed guarantee pursuant to a notation of guarantee substantially in the form set out in exhibit E (the “Notation of Guarantee”) of the indenture dated August 20, 2012 (the “Indenture”) of exchange notes in an aggregate principal amount of $900,000,00 (the “Exchange Notes”) to be issued by the Issuer in connection with an exchange offer to be made pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission on or about 13 June 2013 (the “Registration Statement”) under the Securities Act of 1933, as amended.

1.2 This letter is limited to English law in force at the date of this letter as currently applied and interpreted by the English courts (and references to “English law” and to the “laws of England and Wales” are to be construed accordingly). We do not assume any obligation and are under no duty to provide you with any opinion or advice after the date of this letter by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.

1.3 This letter is given on the basis that it will be governed by and construed in accordance with English law. We express no opinion on the laws of any other jurisdiction and you should note the assumptions and qualifications regarding other laws contained in this letter.

1.4 For the purposes of issuing this letter, we have:

IS A MULTINATIONAL PRACTICE, THE PARTNERS OF WHICH ARE SOLICITORS OR REGISTERED FOREIGN LAWYERS (ADMITTED IN THE U.S. AND OTHER JURISDICTIONS), AND IS AUTHORIZED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY (SRA NUMBER 349107). A LIST OF THE PARTNERS, GIVING EACH PARTNER’S PROFESSIONAL QUALIFICATION AND JURISDICTION OF QUALIFICATION IS OPEN TO INSPECTION AT THE ADDRESS ABOVE.
ASSOCIATED OFFICES
Chicago	Hong Kong	Los Angeles	Munich	NewYork	Palo Alto	San Francisco	Shanghai	Washington, D.C.

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(a) only examined and relied on the documents and records listed in Schedule 1 (Documents, Searches and Enquiries); and

(b) only made and relied on the searches and enquiries listed in Schedule 1 (Documents, Searches and Enquiries) (together the “Searches”).

1.5 Unless otherwise defined in this letter, capitalised terms defined in the Notation of Guarantee have the same meaning when used in this letter.

1.6 The headings in this letter do not affect its interpretation. In particular, headings are included in Schedule 2 (Assumptions) and Schedule 3 (Qualifications) for convenience only and should not be read or construed as limiting the applicability of the assumptions, qualifications or reservations set out in those schedules to particular opinions unless expressly noted therein. Each statement which has the effect of limiting our opinion is independent of any other such statement and is not to be read or implied as restricted by it.

2 Opinions

2.1 The opinions in the paragraphs below are based on the documents and records that we have examined and the Searches that we have carried out and are subject to the assumptions set out in Schedule 2 (Assumptions), the qualifications and reservations set out in Schedule 3 (Qualifications) and to any matters not disclosed to us. The opinions are strictly limited to the matters stated below and do not extend to any other matters.

2.2 Status: The Company is a partnership duly incorporated with limited liability under the laws of England and Wales and has not been declared insolvent by any bankruptcy or similar court in England and Wales and no notice of appointment of a liquidator, receiver, administrative receiver or administrator in respect of it or order or resolution for its winding-up or order for its administration has been filed or is pending before any such court and no petition for its winding-up or application for its administration has been presented.

2.3 Corporate capacity and authority: The Company has the corporate power to enter into, and perform the obligations described in, the Notation of Guarantee to which it is a party and has taken all necessary corporate action to authorise the entry into and delivery, and performance by it of the obligations described in, Notation of Guarantee to which it shall become a party.

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3 Disclosure and reliance

3.1 This letter may be relied upon by the Issuer.

3.2 Without our written consent no person other than you and Kirkland & Ellis LLP may rely on this letter for any purpose and this letter may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document or in any other document or communication or made public in any other way.

3.3 We hereby disclaim all responsibility to any person other than you in relation to this opinion or otherwise.

3.4 We agree that this letter may be disclosed (a) where required by applicable law, provided that you promptly notify us of any request to disclose or disclosure (to the extent permitted to do so by applicable law); and (b) to your professional advisers on a “need to know” basis and on the basis that the person to whom it is disclosed agrees in favour of us to keep it confidential and (c) as a filing with the Securities and Exchange Commission as an exhibit to the Registration Statement.

3.5 For the avoidance of doubt, in no circumstances can any person that this letter is provided to pursuant to paragraph 3.4 above rely on this letter.

Yours faithfully,

/s/ Kirkland & Ellis International LLP

Kirkland & Ellis International LLP

Page 4

SCHEDULE 1

DOCUMENTS, SEARCHES AND ENQUIRIES

Documents covered by this opinion

1 A draft form of the Notation of Guarantee

Other documents and records

2 The Registration Statement.

3 A signed copy of the Indenture.

4 A certified copy of the certificate of incorporation and the LLP agreement dated 10 May 2012 (the “Constitutional Documents”).

5 A copy of the unanimous written resolution of the partners of the Company in lieu of a meeting dated 16 August 2012 approving, among other things, entry into the Indenture (“Board Approval” and together with the Constitutional Documents, the “Corporate Authorisations”).

Searches and enquiries

6 Results disclosed in the searches of the publicly available records relating to the Company at Companies House conducted by 7Side Ltd on 13 June 2013.

7 A telephone enquiry in respect of the Company made to the Central Registry of Winding-up Petitions at the Companies Court in London conducted by us on 10 June 2013.

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SCHEDULE 2

ASSUMPTIONS

1 That the Company is not unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 at the time it enters into the Notation of Guarantee and will not, as a result thereof, be unable to pay its debts within the meaning of that section.

2 That neither the members nor the directors of the Company have taken any action for its winding-up, and no proceedings have been instituted for its winding-up, liquidation or the appointment of a receiver, administrative receiver or administrator in respect of all or any part of its undertaking, property or assets and no voluntary arrangement has been proposed in respect of it. We have reviewed the Searches and no record of the occurrence of any of these events in relation to the Company was revealed in the Searches, although we would refer you to the caveat contained in this letter in relation to relying on such searches and enquiries.

3 That nothing has occurred in relation to the Company which corresponds to the matters described in paragraphs 1 and 2 above in any jurisdiction to which it or any of its assets are subject.

4 That the Company maintains its “centre of main interests” in England and Wales for the purposes of The Council of the European Union Regulation No. 1346/2000 of 29 May 2000 on Insolvency Proceedings, as amended (the “Insolvency Regulation”).

5 That the Company does not maintain an “establishment” (as defined in Article 2(h) of the Insolvency Regulation) in any Member State (as that term is used therein) other than the United Kingdom and that the Company has not taken any action or permitted any action to be taken which may result in a court of any other Member State finding that it has an establishment in that other Member State.

6 That each person (other than the Company) which is a party to, or a beneficiary under, the Notation of Guarantee is duly incorporated or organised and existing and has the capacity, power and authority to execute and deliver the terms of the Notation of Guarantee and/or the transactions contemplated thereby and to perform its obligations thereunder under all applicable laws and regulations and that each such party has duly authorised that execution, delivery and performance including, without limitation, the granting of any guarantee, indemnity or security created thereby.

7 That in respect of the Board Approval:

(a) the resolutions referred to in it were duly passed by duly appointed members of the Company by way of written resolution in which all constitutional, statutory and other formalities (including, for example, that the required quorum was present and all relevant interests of directors were disclosed) were duly observed;;

Page 6

(b) it correctly records the subject matter which it purports to record; and

(c) the conclusions therein as to the commercial justification for the execution and delivery of the Notation of Guarantee to which that Board Approval relates was reached by the Company in good faith for its benefit, for the purposes of its business, on arm’s length terms, in accordance with all relevant fiduciary and other duties and in accordance with all applicable laws and the constitutional documents of the Company and were conclusions at which such directors could reasonably arrive.

8 That the Corporate Authorisations have not in any way been modified, amended, annulled, rescinded or revoked and are in full force and effect and that no further resolutions of the members of the Company have been passed, or corporate or other action taken, which would or might alter the effectiveness of the Corporate Authorisations.

9 That the Notation of Guarantee will promote the success of the Company, is for the benefit of its members as a whole and that any guarantee or indemnity contained in the Notation of Guarantee was given for legitimate purposes of the Company, that the members of the Company have not in any meeting of the Company imposed any restriction on its ability to give guarantees or indemnities and that no provision is required to be made in the financial statements of the Company for its contingent liability under any such guarantee or indemnity.

10 That any restriction on the ability of the Company to borrow, guarantee or secure contained in its constitutional documents will not be contravened by the entry into and performance by it of any agreement to which it is a party and that there are no contractual or other restrictions binding on the Company (other than as may be contained in the Notation of Guarantee or its memorandum and articles of association which would affect the conclusions in this letter.

11 That no party to the Notation of Guarantee had actual, constructive or implied knowledge of any prohibition or restriction on the Company, or any other party to that Notation of Guarantee, entering into (or authorising the entry into of) that Notation of Guarantee or performing its obligations thereunder (nor did any such party deliberately refrain from making enquiries in circumstances where it had any suspicion of such matters).

Page 7

12 The absence of bad faith, fraud, coercion, duress, misrepresentation, mistake of fact or law and undue influence on the part of any party to an Opinion Document or their respective directors, employees, officers, agents and advisors, that no party to an Opinion Document held a belief that it was fundamentally different in substance or in kind from what the Opinion Document actually was, that no Opinion Document has been entered into in connection with money laundering or any other unlawful activity, that there has been no breach of, or default under, any Opinion Document and that each Opinion Document has been entered into, and will be carried out, by each party thereto in good faith, for bona fide commercial reasons, for the benefit of each of them respectively and on arms’ length commercial terms.

13 That the documents listed in Schedule 1 (Documents, Searches and Enquiries) of this letter contain all relevant information which is material for the purposes of our opinion and there is no other document, agreement, instrument, undertaking, obligation, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) made by or between all or any of the parties to the Notation of Guarantees or any other matter which renders such information inaccurate, incomplete or misleading or which affects the conclusions stated in this letter and that the execution, delivery, issue and performance of the Notation of Guarantees will not result in any breach of any instrument, agreement or obligation to which the Company is a party or to which it is subject as the case may be.

14 That the Searches were and remain accurate, complete and up-to-date at the date of this letter and disclose all information which is necessary or material for the purposes of this opinion. That there has been no alteration in the status, position or condition of the Company (howsoever described) from that revealed in the Searches and no additional matters would have been disclosed by the Searches if they were carried out at a later time. All documents, forms and notices which should have been delivered to Companies House on behalf of or relating to the Company have been so delivered and the file of records maintained at Companies House concerning it, and reproduced for public inspection, was complete, accurate and up-to-date at the time of the Searches and the copies of its articles of association (and memorandum, if any) examined by us are complete and up-to-date and would, if issued today, comply, as respects each of the articles of association, with Section 36 of the Companies Act 2006.

15 That all signatures, stamps, seals and markings on all documents submitted to us are genuine, that those documents are authentic and complete and remain accurate and up-to-date at the date of this letter and that all factual statements contained in all documents examined by us (including any factual matter represented by a party to a document) are correct, complete and fair.

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16 That each document submitted to us as a certified, electronic, photostatic or facsimile copy conforms to the original of that document.

17 That no person that is a beneficiary of a guarantee or indemnity granted by the Company under a Notation of Guarantee is a “connected person” (within the meaning of Section 249 of the Insolvency Act 1986).

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SCHEDULE 3

QUALIFICATIONS

1 No opinion is expressed as to matters of fact.

2 We do not express any opinion as to any taxation matters or consequences which will or may arise as a result of any transaction effected in connection with any Notation of Guarantee or the rights of remedies of any taxation authority in respect of non-payment of taxes or the failure to comply with applicable laws and regulations relating to taxation. For these purpose “taxation” and “taxes” shall be deemed to include stamp duties, stamp duty reserve tax and value added tax (or similar indirect taxes).

3 We express no opinion as to whether the Company is eligible for a moratorium under Schedule 1A of the Insolvency Act 1986.

4 This opinion does not cover any laws, statutes, governmental rules or regulations or decisions which in our experience are not usually considered for or covered by opinions like those contained in this letter.

5 The Searches at Companies House are not capable of revealing definitively whether or not a winding-up order has been made in respect of a company or a resolution passed for the winding-up of a company, an administration order has been made in respect of a company or a receiver, administrative receiver, administrator or liquidator has been appointed in respect of a company or any of its property or assets. Notice of these matters might not be filed with the Registrar of Companies in time to be disclosed in the Searches and, when filed, might not be entered on the records of the relevant company in time to be disclosed in the Searches. In addition, the Searches are not capable of revealing whether or not a petition for winding-up or a petition, application or notice for the appointment of a receiver, administrative receiver, administrator or liquidator has been presented or filed at court.

6 In relation to insolvency enquiries, the Searches at the Central Registry of Winding-up Petitions relate to compulsory winding-up and administration in the High Court of England and Wales in London only. The Searches are not capable of revealing whether winding-up or administration proceedings have been commenced in a District Registry of the High Court of England and Wales. It is not possible to carry out a search for winding-up or administration proceedings in the District Registries unless an application is made to the relevant District Judge and a GBP30 fee is paid. We have not made any such application.

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7 In addition, the Searches are not capable of revealing conclusively whether or not (a) a winding-up petition for a compulsory winding-up has been presented, (b) a winding-up order has been made, (c) an application has been made, a petition has been presented, a notice of intention to appoint or a notice of appointment has been filed with a view to the appointment of an administrator or (d) an administrator has been appointed in the High Court of England and Wales. This is because details of the petition, order, application, notice or appointment may not have been entered on the records of the Central Registry of Winding-up Petitions at the High Court in time to be disclosed by the Searches.

8 The Company may be subject to insolvency proceedings in another Member State if it maintains its centre of main interests in that Member State for the purposes of the Insolvency Regulation or maintains an establishment in that Member State. Any such insolvency proceedings will not be filed at any of Companies House, the Central Registry of Winding-up Petitions or any District Registry or County Court of England and Wales. We have not searched any equivalent company registers or court information in any other Member State. Accordingly the Searches will not identify any insolvency proceedings commenced in another Member State.

EX-5.4

Exhibit 5.4

Tronox Holdings Coöperatief U.A.

Tronox Holdings Europe C.V.

c/o Tronox Finance LLC

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

USA

10 June 2013

Re: 6.375% Senior Notes due 2020 – Registration Statement Form S-4

Dear Sirs,

We have acted as special Netherlands legal advisers to: (1) Tronox Holdings Coöperatief U.A., a cooperative (coöperatie met uitsluiting van aansprakelijkheid) incorporated and existing under the laws of the Netherlands (the “Cooperative”) and (2) Tronox Holdings Europe C.V., a limited partnership (commanditaire vennootschap) entered into under the laws of the Netherlands (the “Limited Partnership” and together with the Cooperative the “Dutch Guarantors”) for the purpose of rendering a legal opinion on certain matters of Netherlands law in connection with the Dutch Guarantors’ proposed guarantee under the Indenture (as defined below), of exchange notes in an aggregate principal amount of $900,000 (the “Exchange Notes”) to be issued by Tronox Finance LLC (the “Issuer”) in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Dutch Guarantors (the guarantee by each of the Dutch Guarantors of the Exchange Notes, collectively, the “Guarantee”). The Exchange Notes are to be issued pursuant to the Indenture, dated as of August 20, 2012 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer and Wilmington Trust, National Association, as Trustee. The Guarantees are to be issued pursuant to Notations of Guarantee issued by the Guarantors, forms of which are attached to the Indenture as Exhibit E (the “Notations of Guarantee”).

Unless otherwise defined in this opinion letter (including the Schedule) or unless the context otherwise requires, words and expressions defined in the Notations of Guarantee will have the same meaning when used in this opinion letter.

In rendering this opinion, we have (a) exclusively reviewed and relied upon the documents listed in the Schedule (the “Documents”) and (b) undertaken only the searches and enquiries specified in the Schedule.

For the purpose of issuing this opinion letter we have made the following assumptions:

(a) that Tronox Worldwide Pty Limited, a company incorporated and existing under the laws of Australia, acting as the general partner (beherend vennoot) (the “General Partner”) of the Limited Partnership: (i) is duly incorporated and organized, validly existing and, if such concept is a relevant concept in its jurisdiction, in good standing under the laws of its jurisdiction of incorporation and of the jurisdiction of its place of business, (ii) has the requisite power (corporate and otherwise) to execute, deliver and perform the obligations under the Guarantee, (iii) will, prior to execution and delivery of the Guarantee, be duly authorized to execute, as General Partner of the Limited Partnership, the Guarantee;

(b) that on the date hereof the Cooperative, the General Partner and the Limited Partnership (i) have not been dissolved (ontbonden), (ii) have not ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) did not have their assets placed under administration (onder bewind gesteld), (iv) have not been granted a moratorium of payments (surseance van betaling verleend), (v) have not been declared bankrupt (failliet verklaard) and/or (vi) have not been subjected to anyone or more of the insolvency and winding-up proceedings listed in Annex A or Annex B to the EU Insolvency Council Regulation (EC) No. 1346/2000 of 29 May, 2000 (as amended by Council Regulation (EC) No. 603/2005 of 12 April, 2005) in any EU Member State other than the Netherlands;

(c) that (i) all signatures on any of the Documents are the genuine signatures of the persons purported to have executed the same; that (ii) all Documents submitted to us as originals are authentic and that (iii) any photo-, facsimile- and electronic copies of the Documents reviewed by us conform to the originals thereof;

(d) that the Articles of Association (as defined in the Schedule) are the articles of association of the Cooperative currently in force;

(e) that (i) the Limited Partnership conducts a business (een bedrijf uitoefenen) in accordance with its objects clause as set forth in the Limited Partnership Deed (as defined in the Schedule), (ii) that the General Partner is the sole general partner of the Limited Partnership and (iii) that the General Partner has not withdrawn as the General Partner of the Limited Partnership;

(f) that (i) the Resolutions (as defined in the Schedule) have been made with due observance of the Articles of Association respectively the Limited Partnership Deed (as defined in the Schedule) and (ii) that the information contained in the Resolutions and the Extracts (all as defined in the Schedule) is complete and correct;

2

(g) that as of the moment of their respective execution, the Documents have not been, and will not be, amended, supplemented, superseded, replaced, terminated, revoked (ingetrokken), rescinded, annulled or declared null and void (nietig verklaard) and that there are no defects on the basis of which the Documents may be declared null and void or annulled (vernietigd);

(h) that there are no contractual or other restrictions binding on the Dutch Guarantors (other than the restrictions of the Articles of Association, the Limited Partnership Deed and the laws of the Netherlands applicable to Dutch companies and limited partnerships generally), which would affect the opinions laid down in this opinion letter;

(i) that the entry into the Guarantee is in the corporate interest (vennootschappelijk belang) of the Dutch Guarantors and that the Dutch Guarantors benefit from the transactions pursuant to the entry into the same; and

(j) that no (central) works council ((centrale) ondernemingsraad) has been instituted (and nor is there an obligation to do so) within the meaning of the Works Councils Act (Wet op de ondernemingsraden) with jurisdiction (and the authority to render advice) in respect of the Dutch Guarantors and/or the transactions contemplated by the Guarantee and nor is any works council advice needed for the above resolutions elsewhere in the group of Netherlands companies of which the Dutch Guarantors form part.

Based upon the foregoing and subject to (a) the assumptions and qualifications listed herein and (b) any facts, circumstances, events or documents not disclosed to us, we are, at the date hereof, of the opinion that:

1. The Cooperative has been duly incorporated and is validly existing under the laws of the Netherlands as a legal entity in the form of a cooperative (coöperatie).

2. The Limited Partnership has been duly entered into and is validly existing under the laws of the Netherlands as a limited partnership (commanditaire vennootschap).

3. The Cooperative has the corporate power to execute the Notation of Guarantee. The execution by the Cooperative of the Notation of Guarantee and the performance of the Cooperative’s obligations thereunder has been duly authorized by all requisite corporate action on the part of the Cooperative.

4. The General Partner has the corporate power to execute, in its capacity of general partner of the Limited Partnership, the Notation of Guarantee. The execution by the General Partner, in its capacity of general partner of the Limited Partnership, of the Notation of Guarantee and the performance of its obligations thereunder has been duly authorized by all requisite corporate action on the part of the Limited Partnership.

The opinions expressed above are subject to the following qualifications:

(A) The opinions expressed herein may be affected or limited by the provisions of any applicable Netherlands or foreign bankruptcy (faillissement), insolvency, fraudulent conveyance or voidable preference (Pauliana), reorganization, suspension of payments (surseance van betaling) and other or similar laws of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights.

3

(B) Under Netherlands law a power of attorney (volmacht) or mandate (lastgeving), whether or not irrevocable, will terminate by operation of law (van rechtswege), and without notice, upon bankruptcy (faillissement) of the principal (volmachtgever) or proxy holder (gevolmachtigde) and will cease to be effective in case of a suspension of payments (surseance van betaling). To the extent that the appointment by a Dutch Guarantor would be deemed to constitute a power of attorney or a mandate, this qualification would apply. A power of attorney does not affect the authority of the principal to perform actions within the scope of such power of attorney itself.

We express no opinion as to any laws other than the laws of the Netherlands in force and effect, at the date hereof, in the European part of the Kingdom of the Netherlands and at the date hereof as applied and interpreted according to present duly published case law of the Netherlands courts. In respect of Netherlands legal concepts, which are expressed in this legal opinion in English terms, the original Dutch terms shall prevail. Any issues of interpretation or liability arising under this opinion are governed by Netherlands law and any actions or claims in relation to this opinion can only be brought exclusively before the courts of The Hague, the Netherlands. This opinion letter is issued by Bird & Bird LLP; natural persons or legal entities that are involved in the services provided by or on behalf of Bird & Bird LLP cannot be held liable in any manner whatsoever. Any liability resulting from or in connection with this opinion letter shall be limited to the amount, which is paid out under Bird & Bird LLP’s professional liability policy in the relevant matter.

This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters or documents not specifically referred to in it.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

We hereby consent to the filing of this opinion with the SEC as Exhibit 5.4 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933 or the rules and regulations promulgated thereunder. We understand and agree that Kirkland & Ellis LLP, counsel to the Issuer, may rely upon this opinion as if it were an addressee hereof for the purpose of providing the opinion to be delivered by such firm in connection with the Registration Statement.

Yours faithfully,

/s/ Bird & Bird LLP

BIRD & BIRD LLP

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SCHEDULE

1. CORPORATE DOCUMENTS

1.1 an electronic copy of the deed of incorporation (akte van oprichting) of the Cooperative dated 5 April 2012 (the “Deed of Incorporation”) and an electronic copy of the deed of amendment in respect of the articles of association (akte van statutenwijziging) of the Cooperative dated 22 June 2012, containing the continuous text of the articles of association (doorlopende tekst van de statuten) of the Cooperative (the “Articles of Association”);

1.2 an electronic copy of the notarial deed dated 20 November 2007 pursuant to which the Limited Partnership was constituted, which deed was partially amended by a notarial deed executed on 19 September 2008 and further amended by notarial deeds executed on 19 May 2010, 22 June 2012 and (twice) on 25 June 2012 (the “Limited Partnership Deed”);

1.3 an official electronic extract (electronisch gewaarmerkt uittreksel) dated 5 June 2013 (received by email from the trade register (handelsregister) of the Chambers of Commerce (Kamers van Koophandel) (the “Trade Register”) with information concerning the Cooperative (the “Cooperative Extract”);

1.4 an official electronic extract dated 5 June 2013 (received by email from the Trade Register with information concerning the Cooperative (the “Partnership Extract” and together with the Cooperative Extract the “Extracts”);

1.5 electronic copies of the following corporate resolutions (the “Resolutions”)

1.5.1 an electronic copy of a resolution by the board of managing directors (bestuur) of the Cooperative dated 28 May 2013, pertaining to (among other things) (i) the approval of and the entry into the Guarantee as amended from time to time and the performance of any and all transactions contemplated thereunder, and (ii) a power of attorney granted by the board of managing directors of the Cooperative to Mr. M.J. Foster, pursuant to which power of attorney Mr. M.J. Foster is authorized to sign and execute the Guarantee on behalf of the Cooperative (the “Management Board Resolution”);

1.5.2 an electronic copy of a resolution by the members of the Cooperative dated 28 May 2013, pertaining to (among other things) the approval, confirmation and ratification of and the entry into of the Guarantee as amended from time to time and the performance of any and all transactions contemplated thereunder (the “Members Resolution”); and

1.5.3 an electronic copy of a resolution by the partners (vennoten) of the Limited Partnership dated 28 May 2013, pertaining to (among other things) the approval of and the entry into the Guarantee as amended from time to time and the performance of any and all transactions contemplated thereunder (the “Partners Resolution”).

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2. GUARANTEE

2.1 the form of Notation of Guarantee.

3. ENQUIRIES

3.1 On 5 June 2013, with have undertaken enquiries and searches in relation to the Cooperative and the Limited Partnership:

3.1.1 the electronic Dutch Central Insolvency Registry (Centraal Insolventieregister) and the electronic EU Insolvency Registry (EU Registraties) as maintained by the Dutch Council for the Judiciary (Raad voor de rechtspraak);

3.1.2 the offices of the Bankruptcy Registry (faillissementsgriffie) of the District Court (rechtbank) of Amsterdam; and

3.1.3 the Trade Register.

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EX-5.5

Exhibit 5.5

June 10, 2013

Tronox Pigments Ltd.

Tronox Technical Center

3301 N.W. 150th Street

Oklahoma City, OK 73134

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special Bahamian counsel to Tronox Finance LLC., a Deleware corporation (the “Issuer”), and Tronox Pigments Ltd., a Bahamian limited liability company (the “Bahamian Guarantor”), in connection with (i) the proposed issuance by the Issuer, in an exchange offer, of $900,000,000 aggregate principal amount of 6.375% Senior Secured Notes due 2020 (the “Exchange Notes”) and (ii) the Bahamian Guarantors’ proposed guarantee, along with the other guarantors under the Indentures (as defined below), of the Exchange Notes to be issued by the Issuer, in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about June 10, 2013, under the Securities Act of 1933, as amended (the “Securities Act”). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Bahamian Guarantor (the “Guarantee”), along with other guarantors. The Exchange Notes are to be issued pursuant to the Indenture, dated as of August 20, 2012 (the “Indenture”), among the Issuer and Wilmington Trust, National Association, as Trustee. The Guarantee is to be issued pursuant to a Notation of Guarantee, to be executed by the Bahamian Guarantor (the “Notation of Guarantee”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the Memorandum and Articles of Association and Certificate of Incorporation of the Bahamian Guarantor, (ii) written consents of the board of directors of the Bahamian Guarantor with respect to the Exchange Notes and the Guarantee, (iii) certificate of good standing from the Registrar General of the Commonwealth of The Bahamas (the “Good Standing Certificate”), (iv) the Registration Statement, (v) the Indenture and (vi) the form of Notation of Guarantee.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Bahamian Guarantor, representations by the Bahamian Guarantor’s non-Bahamian Counsel and the due authorization, execution and delivery of all documents by the parties thereto other than the Bahamian Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Bahamian Guarantor and others. Our opinion in paragraph 1 below as to the valid existence of the Bahamian Guarantor is based solely on the Good Standing Certificate.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any law except the laws of The Bahamas and the Bahamian case law decided thereunder. In addition, and without limiting the generality of the foregoing, we express no opinion as to compliance or non-compliance with: (i) the rules and regulations of the Financial Industry Regulatory Authority or the New York Stock Exchange (including any requirement thereunder to obtain any consent, approval, authorization order of, or qualification with, any governmental body or agency); (ii) fraudulent transfer and fraudulent conveyance laws and regulations; (iii) tax laws and regulations; (iv) laws and regulations of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); (v) New York statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions and other local or regional governmental authorities (whether created or enabled through legislative action at the federal, state, or regional level); or (vi) any judicial or administrative decisions to the extent they deal with any of the foregoing. We express no opinion regarding the enforceability of the Exchange Notes, Registration Statement and the Indentures (collectively the “Exchange Documents”) or any of the documents or agreements referenced therein.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1. The Bahamian Guarantor is a limited liability company and is duly formed, existing and in good standing under the laws of The Bahamas.

2. The Bahamian Guarantor has the corporate power to enter into and perform its obligations under the Guarantee.

3. The execution and delivery of the Notation of Guarantee has been duly authorized by the Bahamian Guarantor.

This opinion is limited to the specific issues addressed in paragraphs 1-3 above, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of The Bahamas be changed by legislative action, judicial decision or otherwise.

Where the phrase “to the best of our knowledge” appears in this opinion, it means that we are relying, with your consent, upon such certificates as we have deemed appropriate from the Issuer or the Bahamian Guarantor, as appropriate, and upon the actual conscious awareness of attorneys of our firm who have given substantive legal attention to matters on behalf of the Bahamian Guarantor in connection with the transactions covered hereby; however, we have not undertaken any independent investigation (including, without limitation, the review of any court file or indices) to determine the accuracy of any such statement, and no inference that we have any knowledge of any matters pertaining to such statement should be drawn from our representation of the Issuer and the Bahamian Guarantor.

Where statements in this opinion are qualified by the term “material” those statements involve judgments and opinions as to materiality or lack of materiality of any matter to the Issuer’s or the Bahamian Guarantors’ business, prospects, assets or financial condition which are entirely those of the Issuer’s or the Bahamian Guarantors’ and their respective officers and directors, after having been advised by us as to the legal effect and consequences of such matters.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.5 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Sincerely,

/s/ Higgs & Johnson

HIGGS & JOHNSON

EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges on a consolidated basis for each of the periods indicated. For the purposes of computing the ratio of earnings to fixed charges, earnings are defined as income before income taxes plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) and the portion of rental expense that is representative of the interest factor.

	Successor											Predecessor
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012		Year Ended December 31, 2012			Eleven Months Ended December 31,  2011			One Month Ended January 31, 2011		Year Ended December 31,
														2010		2009			2008
	(Millions of dollars)
Earnings:
Income (loss) from continuing operations before income taxes	$	(44	)	$	104	$	1,008		$	262		$	632	$	7	$	(30	)	$	(147	)
Fixed charges		28			8		68			31			3		49		36			54
Loss from equity method investee		—			—		—			—			—		2		4			1
Capitalized interest		(1	)		—		(2	)		(1	)		—		—		—			—
Total earnings (loss)	$	(17	)	$	112	$	1,074		$	292		$	635	$	58	$	10		$	(92	)
Fixed Charges:
Interest expense	$	26		$	7	$	53		$	29		$	3	$	40	$	33		$	50
Amortization of deferred debt issuance costs and discount on debt		2			1		10			1			—		9		3			4
Rental expense representative of interest factor (1)		(1	)		—		3			—			—		—		—			—
Capitalized interest		1			—		2			1			—		—		—			—
Total fixed charges	$	28		$	8	$	68		$	31		$	3	$	49	$	36		$	54
Ratio of earnings to fixed charges		—			14		16			9			212		1		—			—
Inadequate earnings		45																		146

(1) Relates to the financing leases in South Africa.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 28, 2013 (except for Note 27, as to which the date is June 13, 2013), with respect to the financial statements of Tronox Limited contained in the Registration Statement. We consent to the use of the aforementioned report in the Registration Statement, and to the use of our name as it appears under the caption “Experts.”

/s/ Grant Thornton LLP

Oklahoma City, Oklahoma

June 13, 2013

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

TRONOX FINANCE LLC¹

(Exact name of obligor as specified in its charter)

Delaware	46-0699347
(State of incorporation)	(I.R.S. employer identification no.)
One Stamford Plaza 263 Tresser Boulevard, Suite 1106 Stamford, Connecticut	06901
(Address of principal executive offices)	(Zip Code)

6.375% Senior Notes due 2020

(Title of the indenture securities)

¹  SEE TABLE OF ADDITIONAL OBLIGORS

TABLE OF ADDITIONAL OBLIGORS

Schedule A

Exact Name of Additional             Registrants	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Tronox Incorporated	Delaware	Tronox Technical Center 331 N.W. 150th Street P.O. Box 268859 Oklahoma City, OK 73134	2810	20-2868245
Tronox LLC	Delaware	Tronox Technical Center 331 N.W. 150th Street P.O. Box 268859 Oklahoma City, OK 73134	2810	41-2070700
Tronox US Holdings Inc.	Delaware	One Stamford Plaza 263 Tresser Boulevard, Suite 1100 Stamford, Connecticut 06901	2810	45-4154060
Tronox Australia Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	68-0682438
Tronox Australia Pigments Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	72-1621945
Tronox Global Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034351
Tronox Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1026700
Tronox Pigments Australia Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034342
Tronox Pigments Australia Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	N/A
Tronox Pigments Western Australia Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034346

Exact Name of Additional             Registrants	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Tronox Pigments LLC	Delaware	Tronox Technical Center 331 N.W. 150th Street P.O. Box 268859 Oklahoma City, OK 73134	2810	46-1388039
Tronox Sands Holdings Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1034353
Tronox Western Australia Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065700
Tronox Worldwide Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1095681
Tronox Holdings (Australia) Pty Limited	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065537
Tronox Investments (Australia) Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065545
Tronox Australia Sands Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065692
Ticor Resources Pty Ltd	Western, Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065723
Ticor Finance (A.C.T.) Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065754
TiO2 Corporation Pty Ltd	Western Australia, Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065736

Exact Name of Additional             Registrants	Jurisdiction of Incorporation or Formation	Principal Executive Offices	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Yalgoo Minerals Pty. Ltd.	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065554
Tific Pty. Ltd.	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065748
Synthetic Rutile Holdings Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065744
Senbar Holdings Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065698
Pigment Holdings Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-1065556
Tronox Mineral Sales Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	N/A
Tronox Management Pty Ltd	Australia	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	N/A
Tronox International Finance LLP	United Kingdom	7 Abermarle Street London, W1S 4HQ United Kingdom	2810	98-1065448
Tronox Pigments Ltd.	Bahama Islands	Tronox Technical Center 3301 N.W. 150th Street Oklahoma City, OK 73134	2810	47-0934867
Tronox Holdings Europe C.V.	The Netherlands	1 Brodie Hall Drive Technology Park Bentley, Australia 6102	2810	98-0565177
Tronox Holdings Coöperatief U.A.	The Netherlands	World Trade Centre Amsterdam, Tower B, 17th Floor Strawinskylaan 1725 P.O. Box 7241 1007, JE Amsterdam	2810	98-1052521

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16. LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

5. Not applicable.

6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 31^st day of May, 2013.

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:	/s/ Jane Schweiger
Name:	Jane Schweiger
Title:	Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

1) The name and address of each proposed nominee.

2) The principal occupation of each proposed nominee.

3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

4) The name and residence address of the notifying shareholder.

5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

1) Define the duties of the officers, employees, and agents of the association.

2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

4) Dismiss officers and employees.

5) Require bonds from officers and employees and to fix the penalty thereof.

6) Ratify written policies authorized by the association’s management or committees of the board.

7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

8) Manage and administer the business and affairs of the association.

9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

11) Make contracts.

12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or

on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) The name and address of each proposed nominee;

(2) The principal occupation of each proposed nominee;

(3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4) The name and residence of the notifying shareholder; and

(5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment

committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

(1) Authorize distributions of assets or dividends;

(2) Approve action required to be approved by shareholders;

(3) Fill vacancies on the board of directors or any of its committees;

(4) Amend articles of association;

(5) Adopt, amend or repeal bylaws; or

(6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the association recognizes in a beneficial owner;

(3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4) The information that must be provided when the procedure is selected;

(5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	WILMINGTON TRUST, NATIONAL ASSOCIATION
Dated: May 31, 2013	By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

EXHIBIT 7

REPORT OF CONDITION

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on March 31, 2013:

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:	906,965
Securities:	12,038
Federal funds sold and securities purchased under agreement to resell:	0
Loans and leases held for sale:	0
Loans and leases net of unearned income, allowance:	563,757
Premises and fixed assets:	12,501
Other real estate owned:	41
Investments in unconsolidated subsidiaries and associated companies:	0
Direct and indirect investments in real estate ventures:	0
Intangible assets:	6,725
Other assets:	67,937
Total Assets:	1,569,964
LIABILITIES	Thousands of Dollars
Deposits	948,499
Federal funds purchased and securities sold under agreements to repurchase	108,400
Other borrowed money:	0
Other Liabilities:	104,510
Total Liabilities	1,161,409
EQUITY CAPITAL	Thousands of Dollars
Common Stock	1,000
Surplus	382,951
Retained Earnings	29,055
Accumulated other comprehensive income	(4,451	)
Total Equity Capital	408,555
Total Liabilities and Equity Capital	1,569,964

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

With respect to the Exchange Offer Regarding the

6.735% Senior Notes due 2020

issued by Tronox Finance LLC.

THE EXCHANGE OFFER WILL EXPIRE AT 11:59 PM, NEW YORK CITY TIME, ON [    ], 2013

To My Broker or Account Representative:

I, the undersigned, hereby acknowledge receipt of the Prospectus, dated June [    ], 2013 (the “Prospectus”) of Tronox Finance LLC, a Delaware limited liability company (the “Issuer”) with respect to the Issuer’s exchange offer set forth therein (the “Exchange Offer”). I understand that the Exchange Offer must be accepted on or prior to 11:59 PM, New York City Time, on [    ], 2013.

This letter instructs you as to action to be taken by you relating to the Exchange Offer with respect to the Issuer’s 6.375% Senior Notes due 2020 issued on August 20, 2012 (the “Old Notes”) held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (FILL IN AMOUNT): $ of the Old Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX(ES)):

¨ TO TENDER the following Old Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT AT MATURITY OF OLD NOTES TO BE TENDERED, IF ANY):$ (must be in integral multiples of $1,000)

¨ NOT TO TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, the undersigned hereby represents for the benefit of the Issuer and you that:

1. The undersigned is acquiring the Issuer’s 6.375% Senior Notes due 2020, for which the Old Notes will be exchanged (the “Exchange Notes”), in the ordinary course of its business;

2. Neither the undersigned nor any other person acquiring Exchange Notes in exchange for the undersigned’s Old Notes in the exchange offer is engaging in or intends to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws;

3. The undersigned is not engaged in, and does not intend to engage in, and does not have an arrangement or understanding with any person to participate in, the distribution (as defined in the Securities Act of 1933, as amended (the “Securities Act”)) of Exchange Notes;

4. The undersigned is not an “affiliate,” as defined under Rule 405 of the Securities Act, of the Issuer; and

5. The undersigned is not a broker-dealer and does not engage in, and does not intend to engage in, a distribution of the Old Notes or the Exchange Notes.

Once the Issuer accepts the tender of the Old Notes, this letter of transmittal is a binding agreement between the undersigned and the Issuer.

The Issuer reserves the absolute right to:

1. reject any and all tenders of any particular Old Notes not properly tendered;

2. refuse to accept any Old Notes if, in its reasonable judgment or the judgment of its counsel, the acceptance would be unlawful; and

3. waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer.

If the undersigned is a broker-dealer, and acquired the Old Notes as a result of market making activities or other trading activities, the undersigned represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer.

The undersigned also authorizes you to:

(1) confirm that the undersigned has made such representations; and

(2) take such other action as necessary under the Prospectus to effect the valid tender of such Old Notes.

The undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer.”

The Exchange Offer is subject to certain conditions, described in the prospectus in the section entitled “The Exchange Offer—Conditions to the Exchange Offer.”

Name of beneficial owner(s):

Signatures:

Name (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

XML

Debt - Scheduled Maturities of Company's Long-Term Debt (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2013
Long Term Debt Maturities Repayments Of Principal [Line Items]
Discount	$ 6	$ 12
Remaining Accretion	1
Term Facility
Long Term Debt Maturities Repayments Of Principal [Line Items]
Discount	$ 7	$ 7

XML

Shareholders' Equity - Additional Information (Detail) (USD $)	1 Months Ended				3 Months Ended			12 Months Ended	1 Months Ended				1 Months Ended	3 Months Ended			12 Months Ended	1 Months Ended	3 Months Ended
	Mar. 31, 2013	Feb. 28, 2013	Feb. 19, 2013	Jan. 26, 2012	Mar. 31, 2013	Nov. 08, 2012	Jun. 26, 2012	Dec. 31, 2012 Ratio	Jun. 26, 2012 Minimum Ratio	Jun. 26, 2012 Maximum Ratio	Dec. 31, 2012 Series A Warrants [Member]	Dec. 31, 2012 Series B Warrants [Member]	Feb. 19, 2013 Class A common stock	Mar. 31, 2013 Class A common stock	Nov. 08, 2012 Class A common stock	Jun. 26, 2012 Class A common stock	Dec. 31, 2012 Class A common stock	Feb. 19, 2013 Class B common stock	Mar. 31, 2013 Class B common stock	Nov. 08, 2012 Class B common stock	Jun. 26, 2012 Class B common stock
Class of Warrant or Right [Line Items]
Common Stock Dividends Per Share Declared													$ 0.25	$ 0.25	$ 0.25	$ 0.25		$ 0.25	$ 0.25	$ 0.25	$ 0.25
Common Stock Dividends Declared Amount			$ 29,000,000		$ 29,000,000	$ 29,000,000	$ 32,000,000
Dividend declared date	May 07, 2013	Feb. 19, 2013
Dividend paid date					Mar. 20, 2013
Split ratio approved at the close of business								5	1	5
Increase in value of ordinary shares																1,000,000					1,000,000
Additional shares issued on stock split				4				4
Number of shares to be purchased in tranches of warrant								1,216,216
Percentage of shares to be purchased in tranches of warrant								7.50%
Cash receivable per share under warrant								$ 12.50
Exercise price per share											62.13	68.56
Warrants outstanding								841,302			364,817	474,421
Term of warrants from the date of issue								7 years
Expiry date of warrants								Feb. 14, 2018
Authorized repurchase of Limited voting securities percentage							10.00%
Number of additional repurchased shares																	12,626,400
Average price of additional repurchased shares																	$ 25.84
Cost of additional repurchased shares																	$ 326,000,000
Shares purchased																	1,400,000

XML

Debt - Long-term debt (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2013 Term Facility	Dec. 31, 2012 Term Facility	Mar. 31, 2012 Term Facility	Mar. 31, 2013 Term Loan
Long Term Debt Current And Noncurrent [Line Items]
Unamortized discount	$ 12	$ 6		$ 7	$ 7
Average effective interest rate		7.10%	7.20%	5.00%	5.00%	5.00%	4.75%

XML

Debt - Summary of Allocation of Senior Secured Delayed Draw Term loan (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013
Proforma Debt Instrument [Line Items]
Outstanding Balance	$ 696,000,000
Allocation of Unamortized Cost	20,000,000
Percentage of Outstanding Balance	100.00%
Loss Extinguishment of Debt	(4,000,000)
Senior Secured Term Loan
Proforma Debt Instrument [Line Items]
Outstanding Balance	547,000,000
Allocation of Unamortized Cost	16,000,000
Percentage of Outstanding Balance	79.00%
Loss Extinguishment of Debt
Senior Secured Delayed Draw
Proforma Debt Instrument [Line Items]
Outstanding Balance	149,000,000
Allocation of Unamortized Cost	4,000,000
Percentage of Outstanding Balance	21.00%
Loss Extinguishment of Debt	$ 4,000,000

XML

Pension and Other Postretirement Healthcare Benefits - Asset categories and associated asset allocations for the Company's funded retirement plans (Detail) (Successor)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
United States
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	100.00%	100.00%
Target	100.00%	100.00%
United States | Equity securities
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	38.00%	57.00%
Target	38.00%	45.00%
United States | Debt securities
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	61.00%	40.00%
Target	62.00%	55.00%
United States | Cash and cash equivalents
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	1.00%	3.00%
The Netherlands Retirement Plan
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	100.00%	100.00%
Target	100.00%	100.00%
The Netherlands Retirement Plan | Equity securities
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	41.00%	40.00%
Target	40.00%	25.00%
The Netherlands Retirement Plan | Debt securities
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	53.00%	51.00%
Target	55.00%	58.00%
The Netherlands Retirement Plan | Cash and cash equivalents
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual	6.00%
Target	5.00%	7.00%
The Netherlands Retirement Plan | Real estate
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Actual		9.00%
Target		10.00%

XML

Condensed Consolidated Statements of Cash Flow (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended	11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor	Mar. 31, 2013 Eliminations	Mar. 31, 2012 Eliminations	Dec. 31, 2011 Eliminations Successor	Dec. 31, 2012 Eliminations Successor	Jan. 31, 2011 Eliminations Predecessor	Dec. 31, 2010 Eliminations Predecessor	Mar. 31, 2013 Parent	Dec. 31, 2011 Parent Successor	Dec. 31, 2012 Parent Successor	Jan. 31, 2011 Parent Predecessor	Dec. 31, 2010 Parent Predecessor	Mar. 31, 2013 Guarantor Subsidiaries	Mar. 31, 2012 Guarantor Subsidiaries	Dec. 31, 2011 Guarantor Subsidiaries Successor	Dec. 31, 2012 Guarantor Subsidiaries Successor	Jan. 31, 2011 Guarantor Subsidiaries Predecessor	Dec. 31, 2010 Guarantor Subsidiaries Predecessor	Mar. 31, 2013 Non-Guarantor Subsidiaries	Mar. 31, 2012 Non-Guarantor Subsidiaries	Dec. 31, 2011 Non-Guarantor Subsidiaries Successor	Dec. 31, 2012 Non-Guarantor Subsidiaries Successor	Jan. 31, 2011 Non-Guarantor Subsidiaries Predecessor	Dec. 31, 2010 Non-Guarantor Subsidiaries Predecessor
Cash Flows from Operating Activities
Net Income (Loss)	$ (45)	$ 86	$ 242	$ 1,133	$ 631	$ 631	$ 6	$ 124	$ (4)	$ (51)	$ 1,529	$ (61)	$ 233	$ (57)		$ (45)			$ (144)	$ 87	$ 247	$ (383)	$ 626	$ (120)	$ 32	$ 3	$ 46	$ 32	$ 66	$ (107)
Reorganization items					(954)		(37)																(954)
Other	44	(112)	21	40	40		71	(124)	4	51	(1,529)	61	(233)	742	0	2,089			201	407	(36)	(18)	(61)	185	(775)	(523)	6	(511)	(82)	119
Cash provided by (used in) operating activities	(1)	(26)	263	118	(283)		77	0	0	0	0	0	0	685	0	998	0		57	494	211	(401)	(267)	65	(743)	(520)	52	(479)	(16)	12
Cash Flows from Investing Activities:
Capital expenditures	(45)	(21)	(133)	(166)	(6)		(45)			0		0			0		0		(14)	(19)	(125)	(89)	(6)	(38)	(31)	(2)	(8)	(77)		(7)
Cash paid in acquisition of mineral sands business				(1)												(1)
Proceeds from the sale of assets			1							0					0						1
Cash received in acquisition of mineral sands business				115												115
Cash provided by (used in) investing activities	(45)	(21)	(132)	(52)	(6)		(45)	0	0	0	0	0	0		0	114	0		(14)	(19)	(124)	(89)	(6)	(38)	(31)	(2)	(8)	(77)		(7)
Cash Flows from Financing Activities
Reductions of debt	(179)	(421)	(45)	(585)			(425)			0					0					(421)	(45)	(481)		(425)	(179)			(104)
Proceeds from borrowings	945	550	14	1,707	25		425			0		0			0		0				14	960	25	425	945	550		747
Debt issuance costs	(28)	(19)	(5)	(38)	(2)		(15)			0		0			0		0				(5)	(19)	(2)	(15)	(28)	(19)		(19)
Merger consideration				(193)												(193)
Proceeds from rights offering					185							0					0						185
Fees related to rights offering and other related debt costs							(17)																	(17)
Class A ordinary shares repurchases				(326)												(326)
Shares purchased for the Employee Participation Plan				(15)																								(15)
Dividends paid	(29)			(61)										(29)		(61)
Proceeds from conversion of warrants	1	1	1	1						0				1	0	1				1	1
Cash provided by (used in) financing activities	710	111	(35)	490	208		(32)	0	0	0	0	0	0	(28)	0	(579)	0			(420)	(35)	460	208	(32)	738	531		609
Effects of Exchange Rate Changes on Cash and Cash Equivalents	(5)	5	(3)	6			(1)															8		(1)	(5)	5	(3)	(2)
Net Increase (Decrease) in Cash and Cash Equivalents	659	69	93	562	(81)		(1)	0	0	0		0		657	0	533	0		43	55	52	(22)	(65)	(6)	(41)	14	41	51	(16)	5
Cash and Cash Equivalents at Beginning of Period	716	154	61	154	142	142	143							533					82	104	52	104	117	123	101	50	9	50	25	20
Cash and Cash Equivalents at End of Period	$ 1,375	$ 223	$ 154	$ 716	$ 61		$ 142							$ 1,190		$ 533			$ 125	$ 159	$ 104	$ 82	$ 52	$ 117	$ 60	$ 64	$ 50	$ 101	$ 9	$ 25

XML

Earnings (Loss) Per Share - Additional Information (Detail) (USD $)	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2013	Dec. 31, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of stock options that were anti-dilutive	1,152,408	2,027,304	528,759
Average exercise price of stock options that were anti-dilutive	$ 9.54	$ 20.56	$ 25.16

XML

Related Party Transactions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended	1 Months Ended	11 Months Ended	12 Months Ended		1 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Jan. 31, 2011 Successor	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Dec. 31, 2010 Successor	Jan. 31, 2011 Maximum Successor	Mar. 31, 2013 Parent	Mar. 31, 2012 Parent	Dec. 31, 2012 Parent
Defined Benefit Plan Disclosure [Line Items]
Payments Made for Purchasing Transition Services	$ 1		$ 7
Percentage of holding									44.40%
Receivables from related party	1
Percentage of holding	50.00%										50.00%
Payments made for administrative services and product research and development activities				44	316	173	109			83
Reimbursement of payments made for administrative services and product research and development activities		$ 7			$ 8	$ 9	$ 2	$ 1

XML

Intangible Assets, Net

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Intangible Assets, Net

9. Intangible Assets, Net

The gross cost and accumulated amortization of intangible assets, by major intangible asset category, were as follows:

	March 31, 2013
	Gross Cost		Accumulated Amortization			Foreign Currency			Net Carrying Amount
Customer relationships	$	294	$	(44	)	$	—		$	250
TiO2 technology		32		(3	)		—			29
Internal-use software		38		(3	)		(1	)		34
In-process research and development		5		(2	)		—			3
Trade names		3		(2	)		—			1
Other		1		—			—			1
Total	$	373	$	(54	)	$	(1	)	$	318

	December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(39	)	$	255
TiO2 technology		32		(3	)		29
Internal-use software		38		(2	)		36
In-process research and development		5		(2	)		3
Trade names		3		(1	)		2
Other		1		—			1
Total	$	373	$	(47	)	$	326

Amortization expense related to intangible assets for the three months ended March 31, 2013 and 2012 was $7 million and $6 million, respectively. Estimated future amortization expense related to intangible assets is as follows:

	Total Amortization
2013	$	21
2014		27
2015		26
2016		25
2017		25
Thereafter		194
Total	$	318

10. Intangible Assets

The gross cost and accumulated amortization of intangible assets, by major intangible asset category, were as follows:

	Successor
	December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(39	)	$	255
TiO2 technology		32		(3	)		29
Internal-use software(1)		38		(2	)		36
In-process research and development		5		(2	)		3
Trade names		3		(1	)		2
Other		1		—			1
Total	$	373	$	(47	)	$	326

(1) In connection with the Transaction, the Company acquired internal-use software, which was valued at $12 million on the Transaction Date. See Note 5.

	Successor
	December 31, 2011
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(19	)	$	275
TiO2 technology		32		(2	)		30
Internal-use software		12		—			12
In-process research and development		5		(1	)		4
Trade names		3		—			3
Other		1		—			1
Total	$	347	$	(22	)	$	325

Internal-use software relates to internal and external costs incurred during the development stage, which were being capitalized during 2011 and 2012. During 2012, the Company began amortizing such costs. Amortization expense related to intangible assets for the year ended December 31, 2012, the eleven months ended December 31, 2011, the one month ended January 31, 2011 and year ended December 31, 2010 was $25 million, $22 million, $0 and $0, respectively.

Estimated future amortization expense related to intangible assets is as follows:

	Total Amortization
2013	$	27
2014		27
2015		27
2016		25
2017		25
Thereafter		195
Total	$	326

XML

Guarantor Condensed Consolidated Financial Data (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Condensed Consolidated Statements Of Operations

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	470		$	(95	)	$	—		$	312		$	253
Cost of goods sold		438			(68	)		—			303			203
Gross Margin		32			(27	)		—			9			50
Selling, general and administrative expenses		51			(1	)		5			35			12
Income (Loss) from Operations		(19	)		(26	)		(5	)		(26	)		38
Interest and debt expense		(27	)		—			137			(163	)		(1	)
Other income (expense)		2			—			—			(6	)		8
Equity in earnings of subsidiary		—			150			(150	)		—			—
Income (Loss) from Continuing Operations before Income Taxes		(44	)		124			(18	)		(195	)		45
Income tax benefit (provision)		(1	)		—			(39	)		51			(13	)
Net Income (Loss)		(45	)		124			(57	)		(144	)		32
Income attributable to noncontrolling interest		12			—			—			12			—
Net Income (Loss) attributable to Tronox Limited	$	(57	)	$	124		$	(57	)	$	(156	)	$	32

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2012

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	434		$	(18	)	$	—	$	364		$	88
Cost of goods sold		277			(13	)		—		233			57
Gross Margin		157			(5	)		—		131			31
Selling, general and administrative expenses		44			(1	)		—		41			4
Income (Loss) from Operations		113			(4	)		—		90			27
Interest and debt expense		(8	)		—			—		(5	)		(3	)
Other income (expense)		(1	)		37			—		(35	)		(3	)
Equity in earnings of subsidiary		—			(37	)		—		37			—
Income (Loss) from Continuing Operations before Income Taxes		104			(4	)		—		87			21
Income tax benefit (provision)		(18	)		—			—		—			(18	)
Net Income (Loss)	$	86		$	(4	)	$	—	$	87		$	3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,832		$	(153	)	$	—		$	1,340		$	645
Cost of goods sold		1,568			(104	)		—			1,057			615
Gross Margin		264			(49	)		—			283			30
Selling, general and administrative expenses		239			(4	)		98			115			30
Income (Loss) from Operations		25			(45	)		(98	)		168			—
Interest and debt expense		(65	)		—			297			(356	)		(6	)
Other income (expense)		(7	)		432			(95	)		(336	)		(8	)
Gain on bargain purchase		1,055			—			1,055			—			—
Equity in earnings of subsidiary		—			1,142			(1,144	)		2			—
Income (Loss) from Continuing Operations before Income Taxes		1,008			1,529			15			(522	)		(14	)
Income tax benefit (provision)		125			—			(60	)		139			46
Net Income (Loss)		1,133			1,529			(45	)		(383	)		32
Net loss attributable to noncontrolling interest		1			—			—			1			—
Net Income (Loss) attributable to Tronox Limited	$	1,134		$	1,529		$	(45	)	$	(382	)	$	32

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,543		$	9		$	—	$	1,207		$	327
Cost of goods sold		1,104			22			—		856			226
Gross Margin		439			(13	)		—		351			101
Selling, general and administrative expenses		152			(3	)		—		142			13
Litigation/arbitration settlement		(10	)		—			—		(10	)		—
Provision for environmental remediation and restoration, net of reimbursements		(5	)		—			—		(5	)		—
Income (Loss) from Operations		302			(10	)		—		224			88
Interest and debt expense		(30	)		—			—		(20	)		(10	)
Other income (expense)		(10	)		31			—		(35	)		(6	)
Equity in earnings of subsidiary		—			(72	)		—		72			—
Income (Loss) from Continuing Operations before Income Taxes		262			(51	)		—		241			72
Income tax benefit (provision)		(20	)		—			—		6			(26	)
Income (Loss) from Continuing Operations	$	242		$	(51	)	$	—	$	247		$	46

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	108		$	(23	)	$	—	$	111		$	20
Cost of goods sold		83			(22	)		—		89			16
Gross Margin		25			(1	)		—		22			4
Selling, general and administrative expenses		5			(1	)		—		5			1
Income from Operations		20			—			—		17			3
Interest and debt expense		(3	)		—			—		(3	)		—
Other income (expense)		615			2			—		550			63
Equity in earnings of subsidiary		—			(63	)		—		63			—
Income (Loss) from Continuing Operations before Income Taxes		632			(61	)		—		627			66
Income tax provision		(1	)		—			—		(1	)		—
Net Income (Loss)	$	631		$	(61	)	$	—	$	626		$	66

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,218		$	(299	)	$	—	$	1,240		$	277
Cost of goods sold		996			(289	)		—		1,047			238
Gross Margin		222			(10	)		—		193			39
Selling, general and administrative expenses		59			(9	)		—		56			12
Provision for environmental remediation and restoration, net of reimbursements		(47	)		—			—		(47	)		—
Income (Loss) from Operations		210			(1	)		—		184			27
Interest and debt expense		(50	)		—			—		(38	)		(12	)
Other income (expense)		(153	)		121			—		(159	)		(115	)
Equity in earnings of subsidiary		—			114			—		(114	)		—
Income (Loss) from Continuing Operations before Income Taxes		7			234			—		(127	)		(100	)
Income tax benefit (provision)		(2	)		(1	)		—		6			(7	)
Income (Loss) from Continuing Operations		5			233			—		(121	)		(107	)
Income from discontinued operations		1			—			—		1			—
Net Income (Loss)	$	6		$	233		$	—	$	(120	)	$	(107	)

Condensed Consolidated Statements Comprehensive Income

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	(45	)	$	124	$	(57	)	$	(144	)	$	32
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(119	)		—		—			—			(119	)
Amortization of actuarial losses		1			—		—			—			1
Other comprehensive income		(118	)		—		—			—			(118	)
Total comprehensive income (loss)	$	(163	)	$	124	$	(57	)	$	(144	)	$	(86	)
Comprehensive income attributable to noncontrolling interest:
Net income		12			—		—			12			—
Foreign currency translation adjustments		(28	)		—		—			(28	)		—
Comprehensive (loss) attributable to noncontrolling interest		(16	)		—		—			(16	)		—
Comprehensive income (loss) attributable to Tronox Limited	$	(147	)	$	124	$	(57	)	$	(128	)	$	(86	)

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Three Months Ended March 31, 2012

(Unaudited)

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income:
Net Income (Loss)	$	86	$	(4	)	$	—	$	87		$	3
Other Comprehensive Income:
Foreign currency translation adjustments		7		19			—		(2	)		(10	)
Amortization of actuarial losses		—		—			—		—			—
Other comprehensive income (loss)		7		19			—		(2	)		(10	)
Total comprehensive income (loss)	$	93	$	15		$	—	$	85		$	(7	)

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	1,133		$	1,529	$	(45	)	$	(383	)	$	32
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		10			18		—			(2	)		(6	)
Amortization of actuarial losses		(48	)		—		—			(47	)		(1	)
Other comprehensive income (loss)		(38	)		18		—			(49	)		(7	)
Total comprehensive income (loss)	$	1,095		$	1,547	$	(45	)	$	(432	)	$	25
Comprehensive income attributable to noncontrolling interest:
Net loss		1			—		—			1			—
Foreign currency translation adjustments		(1	)		—		—			(1	)		—
Comprehensive income attributable to noncontrolling interest		—			—		—			—			—
Comprehensive income (loss) attributable to Tronox Limited	$	1,095		$	1,547	$	(45	)	$	(432	)	$	25

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(6	)		—			—		(130	)		124
Amortization of actuarial losses		(51	)		—			—		(37	)		(14	)
Other comprehensive income (loss)		(57	)		—			—		(167	)		110
Total comprehensive income (loss)	$	185		$	(51	)	$	—	$	80		$	156

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		1			—			—		—		1
Amortization of prior service cost		(1	)		—			—		—		(1	)
Other comprehensive income		—			—			—		—		—
Total comprehensive income (loss)	$	631		$	(61	)	$	—	$	626	$	66

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	6		$	233	$	—	$	(120	)	$	(107	)
Other Comprehensive Loss:
Foreign currency translation adjustments		(10	)		—		—		(3	)		(7	)
Retirement and postretirement plans adjustments		(13	)		—		—		(9	)		(4	)
Other comprehensive loss		(23	)		—		—		(12	)		(11	)
Total comprehensive income (loss)	$	(17	)	$	233	$	—	$	(132	)	$	(118	)

Condensed Consolidated Balance Sheets

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	1,375	$	—		$	1,190		$	125		$	60
Investments in subsidiaries		—		(1,445	)		(772	)		1,760			457
Other current assets		1,335		(9,033	)		6,146			2,081			2,141
Property, plant and equipment, net		1,360		—			—			737			623
Mineral leaseholds, net		1,377		—			—			778			599
Other assets		568		—			(3	)		387			184
Total Assets	$	6,015	$	(10,478	)	$	6,561		$	5,868		$	4,064
Liabilities and Shareholders’ Equity
Current liabilities	$	380	$	(1,155	)	$	1,236		$	113		$	186
Long-term debt		2,396		—			—			902			1,494
Other long-term liabilities		543		(7,803	)		893			7,045			408
Total Liabilities		3,319		(8,958	)		2,129			8,060			2,088
Total Equity		2,696		(1,520	)		4,432			(2,192	)		1,976
Total Liabilities and Equity	$	6,015	$	(10,478	)	$	6,561		$	5,868		$	4,064

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2012

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	716	$	—		$	533		$	82		$	101
Investment in subsidiaries		—		(1,595	)		(622	)		1,760			457
Other current assets		1,457		(8,300	)		6,047			2,181			1,529
Property, plant and equipment, net		1,423		—			—			747			676
Mineral leaseholds, net		1,439		—			—			796			643
Other assets		476		—			(3	)		401			78
Total Assets	$	5,511	$	(9,895	)	$	5,955		$	5,967		$	3,484
Liabilities and Shareholders’ Equity
Current liabilities	$	467	$	(539	)	$	560		$	133		$	313
Long-term debt		1,605		—			—			902			703
Other long-term liabilities		557		(7,709	)		882			6,978			406
Total Liabilities		2,629		(8,248	)		1,442			8,013			1,422
Total Equity		2,882		(1,647	)		4,513			(2,046	)		2,062
Total Liabilities and Equity	$	5,511	$	(9,895	)	$	5,955		$	5,967		$	3,484

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2011

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	154	$	—		$	—	$	104	$	50
Investment in subsidiaries		—		(1,027	)		—		570		457
Other current assets		615		(629	)		—		918		326
Property, plant and equipment, net		504		—			—		450		54
Mineral leaseholds, net		38		—			—		38		—
Other assets		346		—			—		336		10
Total Assets	$	1,657	$	(1,656	)	$	—	$	2,416	$	897
Liabilities and Shareholders’ Equity
Current liabilities	$	281	$	(47	)	$	—	$	267	$	61
Long-term debt		421		—			—		421		—
Other long-term liabilities		203		(574	)		—		211		566
Total Liabilities		905		(621	)		—		899		627
Total Shareholders’ Equity		752		(1,035	)		—		1,517		270
Total Liabilities and Equity	$	1,657	$	(1,656	)	$	—	$	2,416	$	897

Condensed Consolidated Statements Of Cash Flows

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	(45	)	$	124		$	(57	)	$	(144	)	$	32
Other		44			(124	)		742			201			(775	)
Cash provided by (used in) operating activities		(1	)		—			685			57			(743	)
Cash Flows from Investing Activities:
Capital expenditures		(45	)		—			—			(14	)		(31	)
Cash used in investing activities		(45	)		—			—			(14	)		(31	)
Cash Flows from Financing Activities
Reductions of debt		(179	)		—			—			—			(179	)
Proceeds from borrowings		945			—			—			—			945
Debt issuance costs		(28	)		—			—			—			(28	)
Dividends paid		(29	)		—			(29	)		—			—
Proceeds from conversion of warrants		1			—			1			—			—
Cash provided by (used in) financing activities		710			—			(28	)		—			738
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(5	)		—			—			—			(5	)
Net Increase (Decrease) in Cash and Cash Equivalents		659			—			657			43			(41	)
Cash and Cash Equivalents at Beginning of Period		716			—			533			82			101
Cash and Cash Equivalents at End of Period	$	1,375		$	—		$	1,190		$	125		$	60

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2012

(Unaudited)

(Millions of dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	86		$	(4	)	$	—	$	87		$	3
Other		(112	)		4			—		407			(523	)
Cash provided by (used in) operating activities		(26	)		—			—		494			(520	)
Cash Flows from Investing Activities:
Capital expenditures		(21	)		—			—		(19	)		(2	)
Cash used in investing activities		(21	)		—			—		(19	)		(2	)
Cash Flows from Financing Activities
Reductions of debt		(421	)		—			—		(421	)		—
Proceeds from borrowings		550			—			—		—			550
Debt issuance costs		(19	)		—			—		—			(19	)
Dividends paid		—			—			—		—			—
Proceeds from conversion of warrants		1			—			—		1			—
Cash provided by (used in) financing activities		111			—			—		(420	)		531
Effects of Exchange Rate Changes on Cash and Cash Equivalents		5			—			—		—			5
Net Increase in Cash and Cash Equivalents		69			—			—		55			14
Cash and Cash Equivalents at Beginning of Period		154			—			—		104			50
Cash and Cash Equivalents at End of Period	$	223		$	—		$	—	$	159		$	64

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	1,133		$	1,529		$	(45	)	$	(383	)	$	32
Gain on bargain purchase		(1,055	)		—			(1,055	)		—			—
Other		40			(1,529	)		2,098			(18	)		(511	)
Cash provided by (used in) operating activities		118			—			998			(401	)		(479	)
Cash Flows from Investing Activities:
Capital expenditures		(166	)		—			—			(89	)		(77	)
Cash paid in acquisition of mineral sands business		(1	)		—			(1	)		—			—
Cash received in acquisition of mineral sands business		115			—			115			—			—
Cash provided by (used in) investing activities		(52	)		—			114			(89	)		(77	)
Cash Flows from Financing Activities
Reductions of debt		(585	)		—			—			(481	)		(104	)
Proceeds from borrowings		1,707			—			—			960			747
Debt issuance costs		(38	)		—			—			(19	)		(19	)
Merger consideration		(193	)		—			(193	)		—			—
Class A ordinary shares repurchases		(326	)		—			(326	)		—			—
Shares purchased for the Employee Participation Plan		(15	)		—			—			—			(15	)
Paid dividends		(61	)		—			(61	)		—			—
Proceeds from conversion of warrants		1			—			1			—			—
Cash provided by (used in) financing activities		490			—			(579	)		460			609
Effects of Exchange Rate Changes on Cash and Cash Equivalents		6			—			—			8			(2	)
Net Increase (Decrease) in Cash and Cash Equivalents		562			—			533			(22	)		51
Cash and Cash Equivalents at Beginning of Period		154			—			—			104			50
Cash and Cash Equivalents at End of Period	$	716		$	—		$	533		$	82		$	101

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	242		$	(51	)	$	—	$	247		$	46
Other		21			51			—		(36	)		6
Cash provided by operating activities		263			—			—		211			52
Cash Flows from Investing Activities:
Capital expenditures		(133	)		—			—		(125	)		(8	)
Proceeds from the sale of assets		1			—			—		1			—
Cash used in investing activities		(132	)		—			—		(124	)		(8	)
Cash Flows from Financing Activities
Reductions of debt		(45	)		—			—		(45	)		—
Proceeds from borrowings		14			—			—		14			—
Debt issuance costs and commitment fees		(5	)		—			—		(5	)		—
Proceeds from conversion of warrants		1			—			—		1			—
Cash used in financing activities		(35	)		—			—		(35	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3	)		—			—		—			(3	)
Net Increase in Cash and Cash Equivalents		93			—			—		52			41
Cash and Cash Equivalents at Beginning of Period		61			—			—		52			9
Cash and Cash Equivalents at End of Period	$	154		$	—		$	—	$	104		$	50

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	631		$	(61	)	$	—	$	626		$	66
Reorganization items		(954	)		—			—		(954	)		—
Other		40			61			—		61			(82	)
Cash used in operating activities		(283	)		—			—		(267	)		(16	)
Cash Flows from Investing Activities:
Capital expenditures		(6	)		—			—		(6	)		—
Cash used in investing activities		(6	)		—			—		(6	)		—
Cash Flows from Financing Activities
Proceeds from borrowings		25			—			—		25			—
Debt issuance costs and commitment fees		(2	)		—			—		(2	)		—
Proceeds from rights offering		185			—			—		185			—
Cash provided by financing activities		208			—			—		208			—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			—		—			—
Net Decrease in Cash and Cash Equivalents		(81	)		—			—		(65	)		(16	)
Cash and Cash Equivalents at Beginning of Period		142			—			—		117			25
Cash and Cash Equivalents at End of Period	$	61		$	—		$	—	$	52		$	9

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	6		$	233		$	—	$	(120	)	$	(107	)
Other		71			(233	)		—		185			119
Cash provided by operating activities		77			—			—		65			12
Cash Flows from Investing Activities:
Capital expenditures		(45	)		—			—		(38	)		(7	)
Cash used in investing activities		(45	)		—			—		(38	)		(7	)
Cash Flows from Financing Activities
Reductions of debt		(425	)		—			—		(425	)		—
Proceeds from borrowings		425			—			—		425			—
Debt issuance costs		(15	)		—			—		(15	)		—
Fees related to rights offering and other related debt costs		(17	)		—			—		(17	)		—
Cash used in financing activities		(32	)		—			—		(32	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(1	)		—			—		(1	)		—
Net Increase (Decrease) in Cash and Cash Equivalents		(1	)		—			—		(6	)		5
Cash and Cash Equivalents at Beginning of Period		143			—			—		123			20
Cash and Cash Equivalents at End of Period	$	142		$	—		$	—	$	117		$	25

XML

CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Actuarial losses, net of taxes	$ 1

XML

Basis of Presentation

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Basis of Presentation

2. Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited, and have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The December 31, 2012 balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP for complete financial statements.

The unaudited condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012 relate to Tronox Limited. The unaudited condensed consolidated statements of operations and cash flows for the three months ended March 31, 2013 reflect the consolidated operating results of Tronox Limited. The unaudited condensed consolidated statements of operations and cash flows for the three months ended March 31, 2012 reflect the consolidated operating results of Tronox Incorporated.

Prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture with Exxaro Australia Sands Pty Ltd. The Tiwest Joint Venture was a contractual relationship between Tronox Incorporated and Exxaro whereby each party held an undivided interest in each asset of the joint venture, and each party was proportionally liable for each of the joint venture’s liabilities. The Tiwest Joint Venture was not a separate legal entity and did not enter into any transactions. Transactions were entered into by the joint venture partners who had the right to sell their own product, collect their proportional share of the revenues and absorb their share of costs. As such, Tronox Incorporated did not account for the Tiwest Joint Venture under the equity method. Instead, Tronox Incorporated accounted for its share of the Tiwest Joint Venture’s assets that were jointly controlled and its share of liabilities for which it was jointly responsible on a proportionate gross basis in its unaudited Condensed Consolidated Balance Sheet. Additionally, Tronox Incorporated accounted for the revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis in its unaudited Condensed Consolidated Statements of Operations. As of the Transaction Date, the Company owns 100% of the Tiwest Joint Venture operations. As such, the unaudited Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012 includes 100% of the Tiwest operations assets and liabilities. The unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2013 reflect 100% of the revenue and expenses of the Tiwest operations, while the unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2012 reflects Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate within one year of the date of the financial statements due to one or more future confirming events could have a material effect on the financial statements. The consolidated results of operations for interim periods are not necessarily indicative of results for the entire year.

Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. Such reclassifications did not have an impact on the Company’s net income or consolidated results of operations.

2. Basis of Presentation

Tronox Limited is registered under the laws of the State of Western Australia, Australia, and is considered a domestic company in Australia. As such, Tronox Limited is required to report in Australia under International Financial Reporting Standards (“IFRS”). Additionally, as Tronox Limited is not considered a “foreign private issuer,” the Company is required to comply with the reporting and other requirements imposed by the U.S. securities law on U.S. domestic issuers, which, among other things, requires reporting in the United States under accounting principles generally accepted in the United States of America (“U.S.GAAP”). The consolidated financial statements included in this Form 10-K are prepared in conformity with U.S.GAAP. The Company publishes its consolidated financial statements, in both U.S. GAAP and IFRS, in U.S. dollars.

In connection with its emergence from bankruptcy, Tronox Incorporated applied fresh-start accounting under Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”) as of January 31, 2011. Accordingly, the financial information of Tronox Incorporated set forth in this Form 10-K, unless otherwise expressly set forth or as the context otherwise indicates, reflects the consolidated results of operations and financial condition on a fresh-start basis for the period beginning February 1, 2011 (“Successor”), and on a historical basis for the period through January 31, 2011 (“Predecessor”).

The Consolidated Balance Sheet as of December 31, 2012 relates to Tronox Limited and the Consolidated Balance Sheet as of December 31, 2011 relates to Tronox Incorporated. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 reflect the consolidated operating results of Tronox Incorporated.

The Company’s consolidated financial statements include the accounts of all majority-owned subsidiary companies. Investments in affiliated companies that are 20% to 50% owned are carried as a component of “Other Long-Term Assets” on the Consolidated Balance Sheets at cost adjusted for equity in undistributed earnings. Except for dividends and changes in ownership interest, changes in equity in undistributed earnings are included in “Other income (expense)” on the Consolidated Statements of Operations. All intercompany transactions have been eliminated.

Prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture with Exxaro Australia Sands Pty Ltd. The Tiwest Joint Venture was a contractual relationship between Tronox Incorporated and Exxaro whereby each party held an undivided interest in each asset of the joint venture, and each party was proportionally liable for each of the joint venture’s liabilities. The Tiwest Joint Venture was not a separate legal entity and did not enter into any transactions. Transactions were entered into by the joint venture partners who had the right to sell their own product, collect their proportional share of the revenues and absorb their share of costs. As such, Tronox Incorporated did not account for the Tiwest Joint Venture under the equity method. Instead, Tronox Incorporated accounted for its share of the Tiwest Joint Venture’s assets that were jointly controlled and its share of liabilities for which it was jointly responsible on a proportionate gross basis in its Consolidated Balance Sheet. Additionally, Tronox Incorporated accounted for the revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis in its Consolidated Statements of Operations. As such, as of the Transaction Date, Tronox Limited owns 100% of the operations formerly operated by the Tiwest Joint Venture. As such, the Consolidated Balance Sheet as of December 31, 2012 includes 100% of the Tiwest operations assets and liabilities, while the Consolidated Balance Sheet as of December 31, 2011 includes Tronox Incorporated’s 50% undivided interest in each asset and liability of the joint venture. Additionally, the Consolidated Statement of Operations for the year ended December 31, 2012 reflects Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect 100% of the revenues and expenses of the Tiwest operations. The Consolidated Statements of Operations for the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 reflect Tronox Incorporated’s revenues generated from its share of the products sold and its share of the expenses of the joint venture on a gross basis.

In connection with the Transaction, Exxaro and its subsidiaries retained a 26% ownership interest in each of Tronox KZN Sands Pty Ltd. and Tronox Mineral Sands Pty Ltd. in order to comply with the ownership requirements of the Black Economic Empowerment (“BEE”) legislation in South Africa. The Company accounts for such ownership interest as “Noncontrolling interest” on the Consolidated Balance Sheets.

In management’s opinion, the accompanying consolidated financial statements reflect all adjustments considered necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. Such reclassifications did not have an impact on the Company’s net income or consolidated results of operations.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate within one year of the date of the financial statements due to one or more future confirming events could have a material effect on the financial statements.

XML

Debt - Additional Information (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended
	Jan. 31, 2011	Mar. 31, 2013	Dec. 31, 2012
Line Of Credit Facility Covenant Compliance [Line Items]
Interest expense payable for senior unsecured notes	$ 3
Payable amount under the terms of the company		2,396	1,605
Senior Unsecured Notes
Line Of Credit Facility Covenant Compliance [Line Items]
Payable amount under the terms of the company	$ 350
Debt Instrument, Interest Rate During Period	9.50%

XML

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Income Taxes

16. Income Taxes

The Company’s operations are conducted through its various subsidiaries in a number of countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. For the three months ended March 31, 2013, Tronox Limited is the public parent registered under the laws of the State of Western Australia. For the three months ended March 31, 2012, Tronox Incorporated was the public parent, a Delaware corporation, registered in the United States.

	Three Months Ended March 31,
	2013			2012
Income tax provision	$	1		$	18
Income (Loss) before Income Taxes	$	(44	)	$	104
Effective tax rate		(2	)%		17	%

The negative effective tax rate for the three months ended March 31, 2013, differs from the Australian statutory rate of 30% primarily due to withholding tax accruals, valuation allowances in the United States, and income in foreign jurisdictions taxed at rates different than 30%. The effective tax rate for the three months ended March 31, 2012, differs from the US statutory rate of 35% primarily due to valuation allowances in the United States and income in foreign jurisdictions taxed at rates different than 35%.

The Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of current alternative minimum tax and state tax payments until the valuation allowance in the United States is eliminated. ASC 740, Income Taxes, requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

17. Income Taxes

The Company’s operations are conducted through its various subsidiaries in a number of countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. For the year ended December 31, 2012, Tronox Limited is the public parent registered under the laws of the State of Western Australia. For the year ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, Tronox Incorporated was the public parent, a Delaware corporation, registered in the United States. Income (loss) from continuing operations before income taxes is comprised of the following:

	Successor					Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011		Year Ended December 31, 2010
Australia	$	1,019		$	70	$	107	$	2
United States		10			120		497		(10	)
Other		(21	)		72		28		15
Total	$	1,008		$	262	$	632	$	7

The income tax benefit (provision) from continuing operations is summarized below:

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Australian:
Current	$	(28	)	$	(1	)	$	—		$	(6	)
Deferred		124			(4	)		(1	)		5
U.S. Federal & State:
Current		(9	)		—			—			—
Deferred		—			—			—			—
Other:
Current		—			(14	)		—			(1	)
Deferred		38			(1	)		—			—
Total benefit(provision) from continuing operations	$	125		$	(20	)	$	(1	)	$	(2	)

In the following table, the applicable statutory income tax rates are reconciled to the Company’s effective income tax rates for “Income (Loss) from Continuing Operations” as reflected in the Consolidated Statements of Operations.

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Statutory tax rate		30	%		35	%		35	%		35	%
Increases (decreases) resulting from:
Tax rate differences		(6	)		(5	)		—			93
Foreign exchange		—			—			—			39
Disallowable expenditures		(1	)		7			—			166
Foreign interest disallowance		—			2			—			61
Gain on bargain purchase (net of tax)		(31	)		—			—			—
Resetting of tax basis to market value		(7	)		—			—			—
Permanent adjustment for fresh start (net of tax)		—			—			(29	)		—
Prior year accruals		—			(1	)		—			23
Change in uncertain tax positions		—			(6	)		—			54
U.S. state income taxes		—			2			—			(15	)
Valuation allowances		(1	)		(25	)		(1	)		(427	)
Withholding taxes		2			—			—			—
Other, net		2			(1	)		(5	)		1
Effective tax rate		(12	%)		8	%		0	%		30	%

The application of business combination accounting on June 15, 2012, resulted in the remeasurement of deferred income taxes associated with recording the assets and liabilities of the acquired entities at fair value pursuant to ASC 805. As a result, deferred income taxes of $185 million were recorded in accordance with ASC 740.

Additionally, certain subsidiaries of the Company re-domiciled in Australia subsequent to the Transaction. Because the Australian tax laws provide for a resetting of the tax basis of the business assets to market value, the Company recorded a tax benefit related to this market value basis adjustment. The overall tax benefit from this basis adjustment increase was partially offset by a valuation allowance. Because this basis change did not pertain to an entity acquired in the Transaction, this net tax benefit was recorded through tax expense and did not impact the Company’s gain on bargain purchase.

The application of fresh-start accounting on January 31, 2011, resulted in the re-measurement of deferred income tax liabilities associated with the revaluation of Tronox Incorporated and subsidiaries’ assets and liabilities pursuant to ASC 852. As a result, deferred income taxes were recorded at amounts determined in accordance with ASC 740 of $12 million as part of reorganization income. Additionally, during 2011, Tronox Incorporated released valuation allowances against certain of its deferred tax assets in the Netherlands and Australia resulting from this re-measurement.

For U.S. federal income tax purposes, typically the amount of cancellation of debt income (“CODI”) recognized, and accordingly the amount of tax attributes that may be reduced, depends in part on the fair market value of non-cash consideration given to creditors. On Tronox Incorporated’s date of emergence, the fair market value of non-cash consideration given was such that the creditors received consideration in excess of their claims. For this reason, Tronox Incorporated did not recognize any CODI and retained all of its U.S. tax attributes. In addition, Tronox Incorporated reflected a tax deduction for the premium paid to the creditors of $1,130 million. This deduction will increase the Company’s net operating losses (“NOL’s”) in the United States and in various states where the Company has filing requirements. The resulting federal tax benefit of $395 million and the estimated corresponding state tax benefit of $51 million, net of the deferred federal effect, have been fully offset by a valuation allowance in accordance with ASC 740, after considering all available positive and negative evidence. Because the financial offset for the consideration given to creditors was recorded through equity, neither the tax benefits nor the offsetting valuation allowance impacts were shown in the effective tax rate calculations. Instead, the excess tax benefit, which netted to zero with the valuation allowance, was reflected as an equity adjustment.

The Company does not believe an ownership change occurred as a result of the Transaction. Upon the Company’s emergence from bankruptcy in the period ended January 31, 2011 the Company experienced an ownership change resulting in a limitation under IRC Sections 382 and 383 related to its U.S. NOL’s generated prior to emergence from bankruptcy. The Company does not expect that the application of these limitations will have any material affect upon its U.S. federal or state income tax liabilities.

Net deferred tax assets (liabilities) at December 31, 2012 and 2011 were comprised of the following:

	Successor
	December 31, 2012			December 31, 2011
Deferred tax assets:
Net operating loss and other carryforwards	$	664		$	495
Property, plant and equipment		197			6
Reserves for environmental remediation and restoration		31			6
Obligations for pension and other employee benefits		79			57
Investments		31			34
Grantor trusts		109			123
Inventory		2			4
Interest		24			—
Other accrued liabilities		50			16
Long-term notes payable		52			—
Unrealized foreign exchange losses		10			1
Other		8			1
Total deferred tax assets		1,257			743
Valuation allowance associated with deferred tax assets		(753	)		(561	)
Net deferred tax assets		504			182
Deferred tax liabilities:
Property, plant and equipment		(386	)		(67	)
Intangibles		(110	)		(118	)
Inventory		(22	)		(1	)
Other		(8	)		(2	)
Total deferred tax liabilities		(526	)		(188	)
Net deferred tax asset (liability)	$	(22	)	$	(6	)
Balance sheet classifications:
Deferred tax assets—current	$	114		$	4
Deferred tax assets—long-term		91			9
Deferred tax liability—current		(5	)		—
Deferred tax liability—long-term		(222	)		(19	)
Net deferred tax asset	$	(22	)	$	(6	)

During the years ended December 31, 2012 and 2011, the total change to the valuation allowance was an increase of $192 million and an increase of $215 million, respectively.

The deferred tax assets generated by tax loss carryforwards have been partially offset by valuation allowances. The expiration of these carryforwards at December 31, 2012, is shown below. These expiration amounts are comprised of Australian, United States, state, and other jurisdictional losses.

	Australia		U.S. Federal		U.S. State		Other		Tax Loss Carryforwards Total
2013	$	—	$	—	$	—	$	22	$	22
2014		—		—		—		52		52
2015		—		—		—		31		31
2016		—		—		11		6		17
2017		—		—		—		3		3
Thereafter		253		1,226		1,431		322		3,232
Total tax losses	$	253	$	1,226	$	1,442	$	436	$	3,357

At December 31, 2012, Tronox Limited, the new Australian holding company, has no undistributed earnings of foreign subsidiaries. Tronox Incorporated has certain foreign subsidiaries with undistributed earnings which total $199 million. The Company has made no provision for deferred taxes for these undistributed earnings because they are considered to be indefinitely reinvested outside of the parents’ taxing jurisdictions. The distribution of these earnings in the form of dividends or otherwise may subject the Company to U.S. federal and state income taxes and potentially to foreign withholding taxes. However, because of the complexities of taxation of foreign earnings, it is not practicable to estimate the amount of additional tax that might be payable on the eventual remittance of these earnings to their parent corporations.

The Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of current alternative minimum tax and state tax payments until the valuation allowance in the United States is eliminated. ASC 740 requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2012 is as follows:

	Successor 2012
Balance at January 1	$	2
Additions for tax positions related to prior year		2
Balance at December 31	$	4

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

	2011
Predecessor: Balance at January 1	$	13
Successor: Balance at January 31		13
Additions for tax positions related to the current year		1
Decrease due to settlements		(3	)
Decrease due to lapse of applicable statute of limitations		(9	)
Successor: Balance at December 31	$	2

Included in the balance at December 31, 2012 and 2011, were tax positions of $1 million and $1 million, respectively, for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. The net benefit associated with approximately $3 million and $1 million of the December 31, 2012 and 2011 reserve, respectively, for unrecognized tax benefits, if recognized, would affect the effective income tax rate.

As a result of potential settlements, it is reasonably possible that the Company’s gross unrecognized tax benefits for interest deductibility may decrease within the next twelve months by an amount up to $4 million.

The Company recognizes interest and penalties related to unrecognized tax benefits in “Income tax benefit (provision)” on the Consolidated Statements of Operations. During the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011, and year ended December 31, 2010, the Company recognized approximately $0 million, $(10) million, $0 million, and $2 million, respectively, in gross interest and penalties in the Consolidated Statement of Operations. At December 31, 2012 and 2011, the Company had no remaining accruals for the gross payment of interest and penalties related to unrecognized tax benefits and the noncurrent liability section of the Consolidated Balance Sheet reflected $4 million and $2 million, respectively, as the reserve for uncertain tax positions.

The Australian returns of the Company are closed through 2004. The U.S. returns are closed for years through 2008, with the exception of issues for which the Kerr-McGee Corporation refund claim is being pursued in the United States Court of Federal Claims. The Netherlands returns are closed through 2005. The Switzerland returns are closed through 2009. In accordance with the Transaction Agreement, the Company is not liable for income taxes of the acquired companies with respect to periods prior to the Transaction Date.

The Company believes that it has made adequate provision for income taxes that may be payable with respect to years open for examination; however, the ultimate outcome is not presently known and, accordingly, additional provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

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Pension and Other Postretirement Healthcare Benefits - Summary of Expected Benefit Payments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2013	$ 29
2014	28
2015	27
2016	27
2017	27
2018- 2022	131
Retirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2013	32
2014	31
2015	31
2016	30
2017	31
2018- 2022	153
Postretirement healthcare plan
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2013	1
2014	1
2015	1
2016	1
2017	1
2018- 2022	$ 6

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Acquisition of the Mineral Sands Business - Calculation of Total Purchase Price and Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed from Exxaro (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Business Acquisition [Line Items]
Common Stock Shares exchanged for ownership interest	$ 1.45
Duration of ownership transfer	10 years
South Africa
Business Acquisition [Line Items]
Discount rate	17.00%
Australia
Business Acquisition [Line Items]
Discount rate	15.50%
Class B common stock
Business Acquisition [Line Items]
Discount for marketability	15.00%

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Mineral Leaseholds, Net - Additional Information (Detail) (Mineral leaseholds, USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2010
Mineral leaseholds
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Depletion expense related to mineral leasehold	$ 1	$ 24	$ 1	$ 4	$ 59	$ 1

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Quarterly Results of Operations

The following represents the Company’s unaudited quarterly results for the years ended December 31, 2012. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – March 31			April 1 – June 30			July 1 – September 30			October 1 – December 31
Net sales	$	434		$	429		$	487		$	482
Cost of goods sold		(277	)		(304	)		(444	)		(543	)
Gross margin		157			125			43			(61	)
Net income (loss)	$	86		$	1,144		$	(1	)	$	(96	)
Net income (loss) per share from continuing operations:
Basic	$	1.14		$	13.46		$	(0.03	)	$	(0.82	)
Diluted	$	1.10		$	13.00		$	(0.03	)	$	(0.82	)

(1) Subsequent to the Transaction, the Company adjusted its initial valuation. In accordance with ASC 805, the Company recorded these adjustments retroactive to the second quarter. As such, the quarterly results of operations for the second and third quarter have been revised. See Note 5.

The following represents the Company’s unaudited results for the one month ended January 31, 2011, two months ended March 31, 2011 and quarters ended June 30, 2011, September 30, 2011 and December 31, 2011. These results were prepared in conformity with U.S. GAAP and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – January 31			February 1 – March 31			April 1 – June 30			July 1 – September 30			October 1 – December 31
Net sales	$	108		$	267		$	428		$	465		$	383
Cost of goods sold		(83	)		(230	)		(310	)		(322	)		(242	)
Gross margin		25			37			118			143			141
Net income (loss)	$	631		$	10		$	66		$	99		$	67
Net income (loss) per share from continuing operations:
Basic	$	15.28		$	0.14		$	0.89		$	1.32		$	0.88
Diluted	$	15.25		$	0.13		$	0.85		$	1.25		$	0.85

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Accrued Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Accrued Liabilities

10. Accrued Liabilities

Accrued liabilities consisted of the following:

	March 31, 2013		December 31, 2012
Unfavorable sales contracts	$	59	$	64
Taxes other than income taxes		50		58
Employee-related costs and benefits		42		45
Interest		8		22
Sales rebates		13		13
Other		6		7
Total	$	178	$	209

11. Accrued Liabilities

	Successor
	December 31, 2012		December 31, 2011
Unfavorable sales contracts(1)	$	64	$	—
Taxes other than income taxes(2)		58		5
Employee-related costs and benefits		45		27
Interest		22		1
Sales rebates		13		8
Other		7		5
Total	$	209	$	46

(1) In connection with the Transaction, the Company acquired sales contracts at unfavorable market terms, which were valued at $85 million on the Transaction Date. See Note 5.

(2) Includes transfer taxes incurred as a result of the Transaction and recorded in selling, general and administrative expenses on the Consolidated Statements of Operations.

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Noncontrolling Interest - Additional Information (Detail)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Noncontrolling Interest [Line Items]
Percentage of exchange interest additional shares	3.20%	3.20%
Exxaro
Noncontrolling Interest [Line Items]
Retained ownership interest	26.00%	26.00%
Exxaro Sands
Noncontrolling Interest [Line Items]
Retained ownership interest	26.00%	26.00%

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Income Taxes (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Summary of Income Taxes

	Three Months Ended March 31,
	2013			2012
Income tax provision	$	1		$	18
Income (Loss) before Income Taxes	$	(44	)	$	104
Effective tax rate		(2	)%		17	%

Details Income Loss from Continuing Operations Before Income Taxes

Income (loss) from continuing operations before income taxes is comprised of the following:

	Successor					Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011		Year Ended December 31, 2010
Australia	$	1,019		$	70	$	107	$	2
United States		10			120		497		(10	)
Other		(21	)		72		28		15
Total	$	1,008		$	262	$	632	$	7

Schedule of Income Tax Benefit (Provision) From Continuing Operations

The income tax benefit (provision) from continuing operations is summarized below:

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Australian:
Current	$	(28	)	$	(1	)	$	—		$	(6	)
Deferred		124			(4	)		(1	)		5
U.S. Federal & State:
Current		(9	)		—			—			—
Deferred		—			—			—			—
Other:
Current		—			(14	)		—			(1	)
Deferred		38			(1	)		—			—
Total benefit(provision) from continuing operations	$	125		$	(20	)	$	(1	)	$	(2	)

Summary of Statutory Income Tax Rates

In the following table, the applicable statutory income tax rates are reconciled to the Company’s effective income tax rates for “Income (Loss) from Continuing Operations” as reflected in the Consolidated Statements of Operations.

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Statutory tax rate		30	%		35	%		35	%		35	%
Increases (decreases) resulting from:
Tax rate differences		(6	)		(5	)		—			93
Foreign exchange		—			—			—			39
Disallowable expenditures		(1	)		7			—			166
Foreign interest disallowance		—			2			—			61
Gain on bargain purchase (net of tax)		(31	)		—			—			—
Resetting of tax basis to market value		(7	)		—			—			—
Permanent adjustment for fresh start (net of tax)		—			—			(29	)		—
Prior year accruals		—			(1	)		—			23
Change in uncertain tax positions		—			(6	)		—			54
U.S. state income taxes		—			2			—			(15	)
Valuation allowances		(1	)		(25	)		(1	)		(427	)
Withholding taxes		2			—			—			—
Other, net		2			(1	)		(5	)		1
Effective tax rate		(12	%)		8	%		0	%		30	%

Summary of Net Deferred Tax Assets and Liabilities

Net deferred tax assets (liabilities) at December 31, 2012 and 2011 were comprised of the following:

	Successor
	December 31, 2012			December 31, 2011
Deferred tax assets:
Net operating loss and other carryforwards	$	664		$	495
Property, plant and equipment		197			6
Reserves for environmental remediation and restoration		31			6
Obligations for pension and other employee benefits		79			57
Investments		31			34
Grantor trusts		109			123
Inventory		2			4
Interest		24			—
Other accrued liabilities		50			16
Long-term notes payable		52			—
Unrealized foreign exchange losses		10			1
Other		8			1
Total deferred tax assets		1,257			743
Valuation allowance associated with deferred tax assets		(753	)		(561	)
Net deferred tax assets		504			182
Deferred tax liabilities:
Property, plant and equipment		(386	)		(67	)
Intangibles		(110	)		(118	)
Inventory		(22	)		(1	)
Other		(8	)		(2	)
Total deferred tax liabilities		(526	)		(188	)
Net deferred tax asset (liability)	$	(22	)	$	(6	)
Balance sheet classifications:
Deferred tax assets—current	$	114		$	4
Deferred tax assets—long-term		91			9
Deferred tax liability—current		(5	)		—
Deferred tax liability—long-term		(222	)		(19	)
Net deferred tax asset	$	(22	)	$	(6	)

Schedule of Tax Loss Carryforwards

The deferred tax assets generated by tax loss carryforwards have been partially offset by valuation allowances. The expiration of these carryforwards at December 31, 2012, is shown below. These expiration amounts are comprised of Australian, United States, state, and other jurisdictional losses.

	Australia		U.S. Federal		U.S. State		Other		Tax Loss Carryforwards Total
2013	$	—	$	—	$	—	$	22	$	22
2014		—		—		—		52		52
2015		—		—		—		31		31
2016		—		—		11		6		17
2017		—		—		—		3		3
Thereafter		253		1,226		1,431		322		3,232
Total tax losses	$	253	$	1,226	$	1,442	$	436	$	3,357

Summary Showing Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2012 is as follows:

	Successor 2012
Balance at January 1	$	2
Additions for tax positions related to prior year		2
Balance at December 31	$	4

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

	2011
Predecessor: Balance at January 1	$	13
Successor: Balance at January 31		13
Additions for tax positions related to the current year		1
Decrease due to settlements		(3	)
Decrease due to lapse of applicable statute of limitations		(9	)
Successor: Balance at December 31	$	2

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Asset Retirement Obligations - Summary of Changes in AROs (Detail) (USD $) In Millions, unless otherwise specified			3 Months Ended			11 Months Ended	12 Months Ended	1 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Asset Retirement Obligation	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Dec. 31, 2011 Successor Asset Retirement Obligation	Dec. 31, 2012 Successor Asset Retirement Obligation	Jan. 31, 2011 Predecessor Asset Retirement Obligation
Asset Retirement Obligations [Line Items]
Beginning balance	$ 111	$ 108	$ 113			$ 29	$ 30	$ 19
Additions			1				7
Accretion expense			2			2	5
Changes in estimates, including cost and timing of cash flows			(4)			1	9
Settlements/payments			(1)			(2)	(1)
AROs acquired in the acquisition of the mineral sands business							58
Fresh-start adjustments								10
Ending balance	111	108	111			30	108	29
Current portion included in accrued liabilities	178	209	6	209	46	1	2	1
Noncurrent portion			$ 105			$ 29	$ 106	$ 28

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Pension and Other Postretirement Healthcare Benefits - Summary of Benefit Obligations and Plan Assets Associated With Benefit Plans (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			11 Months Ended	12 Months Ended			12 Months Ended						12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Dec. 31, 2012 Retirement Plans Successor	Dec. 31, 2011 Retirement Plans Successor	Dec. 31, 2012 Retirement Plans Successor Change In Benefit Obligation	Dec. 31, 2011 Retirement Plans Successor Change In Benefit Obligation	Dec. 31, 2012 Retirement Plans Successor Change In Plan Assets	Dec. 31, 2011 Retirement Plans Successor Change In Plan Assets	Dec. 31, 2012 Postretirement healthcare plan Successor	Dec. 31, 2011 Postretirement healthcare plan Successor	Dec. 31, 2012 Postretirement healthcare plan Successor Change In Benefit Obligation	Dec. 31, 2011 Postretirement healthcare plan Successor Change In Benefit Obligation	Dec. 31, 2012 Postretirement healthcare plan Successor Change In Plan Assets	Dec. 31, 2011 Postretirement healthcare plan Successor Change In Plan Assets
Change in benefit obligations:
Benefit obligation, beginning of year								$ 483	$ 481					$ 9	$ 9
Service cost								3	3					1
Interest cost								22	23					1
Net actuarial (gains) losses								78	20					2	1
Foreign currency rate changes								2	(3)
Contributions by plan participants								1	1	1	1			1	1	1	1
Acquired in the Transaction														6
Special termination benefits									1
Termination of the nonqualified benefits restoration plan									(9)
Benefits paid								(29)	(32)	(29)	(32)			(2)	(2)	(2)	(2)
Administrative expenses								(3)	(2)
Benefit obligation, end of year								557	483					18	9
Change in plan assets:
Beginning Balance										350	372
Actual return on plan assets										47	7
Employer contributions										30	7					1	1
Participant contributions								1	1	1	1			1	1	1	1
Foreign currency rate changes										2	(3)
Benefits paid								(29)	(32)	(29)	(32)			(2)	(2)	(2)	(2)
Administrative expenses										(3)	(2)
Ending Balance										398	350
Net over (under) funded status of plans										(159)	(133)					(18)	(9)
Classification of amounts recognized in the Consolidated Balance Sheets:
Noncurrent asset							1
Current accrued benefit liability												(1)	(1)
Noncurrent accrued benefit liability						(159)	(134)					(17)	(8)
Total Current Liabilities	(380)		(467)	(281)	(467)	(159)	(133)					(18)	(9)
Accumulated other comprehensive loss	185		95	57	95	94	50					5	1
Total	$ (3,319)		$ (2,629)	$ (905)	$ (2,629)	$ (65)	$ (83)					$ (13)	$ (8)

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Company - Additional Information (Detail)	1 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended				12 Months Ended				1 Months Ended		12 Months Ended
	Jan. 26, 2012	Mar. 31, 2013 Operations T Facility	Dec. 31, 2012 Ratio Operations T Facility	Dec. 31, 2012 Class A common stock	Mar. 31, 2013 Class A common stock	Mar. 31, 2013 Class B common stock	Dec. 31, 2012 Class B common stock	Dec. 31, 2012 Exxaro	Mar. 31, 2013 Exxaro	Jun. 30, 2012 Exxaro	Dec. 31, 2012 Exxaro Class A common stock	Mar. 31, 2013 Exxaro Class B common stock	Dec. 31, 2012 Exxaro Class B common stock	Dec. 31, 2012 Tronox Incorporated stockholders	Mar. 31, 2013 Tiwest Joint Venture	Dec. 31, 2012 Tiwest Joint Venture
Number of TiO2 operation facilities		3	3
Number of mining operations		3	3
Annual TiO2 production capacity		465,000	465,000
Combined production capacity of titanium feedstock		753,000	723,000
Combined production capacity of titanium zircon		265,000	265,000
Acquisition of South African mineral sands operations, including its Namakwa and KwaZulu-Natal ("KZN") Sands mines								74.00%	74.00%	74.00%
Percentage of outstanding voting securities of Tronox Limited		50.00%													50.00%	50.00%
Common stock, shares issued				15,413,083								9,950,856	9,950,856
Retained ownership interest of Exxaro and its subsidiaries			26.00%				26.00%	45.00%	45.00%
Percentage of Tronox Limited's voting securities									44.40%		44.60%
Percentage of outstanding voting securities of Tronox Limited								39.20%						60.80%
Additional shares issued on stock split	4		4
Share split for stockholders			5-to-1
Share split ratio			5
Percentage of outstanding voting securities of Tronox Limited			10.00%
Repurchase of class A shares				63,413,288	64,262,967	51,154,280	51,154,280				1,400,000

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Accounts Receivable (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Accounts receivable, net of allowance for doubtful accounts

Accounts receivable, net of allowance for doubtful accounts, consisted of the following:

	March 31, 2013			December 31, 2012
Trade receivables	$	400		$	371
Related parties		1			—
Other		18			23
Total		419			394
Allowance for doubtful accounts		(3	)		(3	)
Net	$	416		$	391

Accounts receivable, net of allowance for doubtful accounts, consisted of the following:

	Successor
	December 31, 2012			December 31, 2011
Trade receivables	$	371		$	269
Related parties		—			7
Other		23			2
Total		394			278
Allowance for doubtful accounts		(3	)		—
Net	$	391		$	278

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Pension and Other Postretirement Healthcare Benefits

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Pension and Other Postretirement Healthcare Benefits

19. Pension and Other Postretirement Healthcare Benefits

The Company sponsors noncontributory defined benefit retirement plans (qualified and nonqualified plans) in the United States, a contributory defined benefit retirement plan in the Netherlands, a U.S. contributory postretirement healthcare plan and a South Africa postretirement healthcare plan.

The components of net periodic cost associated with the U.S. and foreign retirement plans recognized in the unaudited Condensed Consolidated Statement of Operations were as follows:

	Retirement Plans
	Three Months Ended March 31,
	2013			2012
Net periodic cost:
Service cost	$	1		$	2
Interest cost		5			6
Expected return on plan assets		(5	)		(6	)
Net amortization of actuarial loss		1			—
Total net periodic cost	$	2		$	2

The components of the Company’s net periodic cost for the postretirement healthcare plans for the three months ended March 31, 2013 and 2012 were below $1 million.

20. Pension and Other Postretirement Healthcare Benefits

The Company sponsors noncontributory defined benefit retirement plans (qualified and nonqualified plans) in the United States, a contributory defined benefit retirement plan in the Netherlands, a U.S. contributory postretirement healthcare plan and a South Africa postretirement healthcare plan.

U.S. Plans

Qualified Benefit Plan—The Company sponsors a noncontributory qualified defined benefit plan (funded) (the “U.S. Qualified Plan”) in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code. The Company made contributions into funds managed by a third-party, and those funds are held exclusively for the benefit of the plan participants. Benefits under the U.S. Qualified Plan were generally calculated based on years of service and final average pay. The U.S. Qualified Plan was frozen and closed to new participants on June 1, 2009.

Postretirement Healthcare Plan—The Company sponsors an unfunded U.S. postretirement healthcare plan. Under the plan, substantially all U.S. employees are eligible for postretirement healthcare benefits provided they reach retirement age while working for the Company. The plan provides medical and dental benefits to U.S. retirees and their eligible dependents.

Foreign plans

Netherlands Plan—On January 1, 2007, the Company established the TDF-Botlek Pension Fund Foundation (the” Netherlands Plan”) to provide defined pension benefits to qualifying employees of Tronox Pigments (Holland) B.V. and its related companies. The Netherlands Plan is a contributory benefit plan under which participants contribute 4% of the costs. Contributions by the Company and participants are held in the fund for the sole benefit of the participants. Benefits are determined by applying the benefit formula to the pensionable salary, and are payable to participants upon retirement. Under the Netherlands Plan, a participant’s surviving spouse and children are entitled to benefits subject to certain benefit thresholds.

South Africa Postretirement Healthcare Plan—As part of the Transaction, the Company established a post-employment healthcare plan, which provides medical and dental benefits to certain Namakwa Sands employees, retired employees and their registered dependants (the “South African Plan”). The South African Plan provides benefits as follows: (i) members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits; (ii) members employed on or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-retirement and death-in-service benefits; and (iii) members employed on or after January 1, 2002 receive no post-retirement and death-in-service benefits.

Plan financial information

Benefit Obligations and Funded Status—The following provides a reconciliation of beginning and ending benefit obligations, beginning and ending plan assets, funded status and balance sheet classification of the Company’s pension and other postretirement healthcare plans as of and for the years ended December 31, 2012 and 2011. The benefit obligations and plan assets associated with the Company’s principal benefit plans are measured on December 31.

	Retirement Plans						Postretirement Healthcare Plans
	Successor			Successor			Successor			Successor
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Change in benefit obligations:
Benefit obligation, beginning of year	$	483		$	481		$	9		$	9
Service cost		3			3			1			—
Interest cost		22			23			1			—
Net actuarial (gains) losses		78			20			2			1
Foreign currency rate changes		2			(3	)		—			—
Contributions by plan participants		1			1			1			1
Acquired in the Transaction		—			—			6			—
Special termination benefits		—			1			—			—
Termination of the nonqualified benefits restoration plan		—			(9	)		—			—
Benefits paid		(29	)		(32	)		(2	)		(2	)
Administrative expenses		(3	)		(2	)		—			—
Benefit obligation, end of year		557			483			18			9
Change in plan assets:
Fair value of plan assets, beginning of year		350			372			—			—
Actual return on plan assets		47			7			—			—
Employer contributions(1)		30			7			1			1
Participant contributions		1			1			1			1
Foreign currency rate changes		2			(3	)		—			—
Benefits paid(1)		(29	)		(32	)		(2	)		(2	)
Administrative expenses		(3	)		(2	)		—			—
Fair value of plan assets, end of year		398			350			—			—
Net over (under) funded status of plans	$	(159	)	$	(133	)	$	(18	)	$	(9	)
Classification of amounts recognized in the Consolidated Balance Sheets:
Noncurrent asset	$	—		$	1		$	—		$	—
Current accrued benefit liability		—			—			(1	)		(1	)
Noncurrent accrued benefit liability		(159	)		(134	)		(17	)		(8	)
Sub-total of liabilities		(159	)		(133	)		(18	)		(9	)
Accumulated other comprehensive loss		94			50			5			1
Total	$	(65	)	$	(83	)	$	(13	)	$	(8	)

(1) The Company expects 2013 contributions to be approximately $4 million for the Netherlands plan and $6 million for the U.S. qualified retirement plan, while net benefits paid are expected to be approximately $1 million for the U.S. postretirement healthcare plan.

At December 31, 2012, the Company’s U.S. qualified retirement plan was in an underfunded status of $134 million. As a result, the Company has a projected minimum funding requirement of $13 million for 2012, which will be payable in 2013.

Funded Status—The following table summarizes the accumulated benefit obligation, the projected benefit obligation, the market value of plan assets and the funded status of the Company’s funded retirement plans.

	Successor						Successor
	December 31, 2012						December 31, 2011
	U.S. Qualified Plan			The Netherlands Retirement Plan			U.S. Qualified Plan			The Netherlands Retirement Plan
Accumulated benefit obligation	$	420		$	117		$	392		$	79
Projected benefit obligation		(420	)		(137	)		(393	)		(90	)
Market value of plan assets		286			112			259			91
Funded status—(under)/over funded	$	(134	)	$	(25	)	$	(134	)	$	1

Expected Benefit Payments—The following table shows the expected cash benefit payments for the next five years and in the aggregate for the years 2018 through 2022:

	2013		2014		2015		2016		2017		2018- 2022
Retirement Plans(1)	$	32	$	31	$	31	$	30	$	31	$	153
Postretirement Healthcare Plan		1		1		1		1		1		6

(1) Includes benefit payments expected to be paid from the U.S. qualified retirement plan of $29 million, $28 million, $27 million, $27 million and $27 million in each year, 2013 through 2017, respectively, and $131 million in the aggregate for the period 2018 through 2022.

Retirement Expense—The tables below present the components of net periodic cost (income) associated with the U.S. and foreign retirement plans recognized in the Consolidated Statement of Operations for the year ended December 31, 2012, the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010:

	Retirement Plans												Postretirement Healthcare Plans
	Successor						Predecessor						Successor				Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011			Year Ended December 31, 2010
Net periodic cost:
Service cost	$	3		$	3		$	—		$	2		$	1	$	1	$	—		$	—
Interest cost		22			21			2			25			1		—		—			1
Expected return on plan assets		(21	)		(20	)		(2	)		(30	)		—		—		—			—
Net amortization of prior service credit		—			—			—			—			—		—		(1	)		(14	)
Net amortization of actuarial loss		—			—			1			4			—		—		—			—
Total net periodic cost (income)	$	4		$	4		$	1		$	1		$	2	$	1	$	(1	)	$	(13	)

The following table shows the pretax amounts that are expected to be reclassified from “Accumulated other comprehensive income” on the Consolidated Balance Sheets to retirement expense during 2013:

	Retirement Plans		Postretirement Healthcare Plans
Unrecognized actuarial loss	$	2	$	—
Unrecognized prior service cost (credit)		—		—

Assumptions—The following weighted average assumptions were used to determine the net periodic cost:

	Successor												Predecessor
	2012						2011						2010
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate(1)		4.50	%		5.25	%		5.25	%		5.25	%		5.50	%		5.25	%
Expected return on plan assets		5.75	%		5.25	%		6.44	%		5.25	%		7.50	%		5.75	%
Rate of compensation increases		—			3.50	%		3.50	%		3.50	%		3.50	%		3.50	%

The following weighted average assumptions were used in estimating the actuarial present value of the plans’ benefit obligations:

	Successor												Predecessor
	2012						2011						2010
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate(1)		3.75	%		3.50	%		4.5	%		5.25	%		5.0	%		5.0	%
Rate of compensation increases		—			3.50	%		3.5	%		3.5	%		3.5	%		3.5	%

(1) The discount rate on the South African Plan was 9.45% at December 31, 2012, which is not included in the table above.

Expected Return on Plan Assets—In forming the assumption of the U.S. long-term rate of return on plan assets, the Company took into account the expected earnings on funds already invested, earnings on contributions expected to be received in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for U.S. plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns and an assessment of expected future performance using asset-class risk factors. The Company’s assumption of the long-term rate of return for the Netherlands plan was developed considering the portfolio mix and country-specific economic data that includes the rates of return on local government and corporate bonds.

Discount Rate—The discount rate selected for all U.S. plans was 3.75% as of both December 31, 2012 and 2011. The 2012 rate was selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding. Bonds with features that imply unreliable pricing, a less than certain cash flow, or other indicators of optionality are filtered out of the universe. The remaining universe is categorized into maturity groups, and within each of the maturity groups yields are ranked into percentiles.

For 2011 and 2010, the discount rate for the Company’s U.S. qualified plan and postretirement healthcare plan was based on a discounted cash flow analysis performed by its independent actuaries utilizing the Citigroup Pension Discount Curve as of the end of the year. For the foreign plans, the Predecessor bases the discount rate assumption on local corporate bond index rates.

Health Care Cost Trend Rates. At December 31, 2012, the assumed health care cost trend rates used to measure the expected cost of benefits covered by the U.S. postretirement healthcare plan was 9% in 2013, gradually declining to 5% in 2018 and thereafter. A 1% increase in the assumed health care cost trend rate for each future year would increase the accumulated postretirement benefit obligation at December 31, 2012 by $1 million, while the aggregate of the service and interest cost components of the 2012 net periodic postretirement cost would increase by less than $1 million. A 1% decrease in the trend rate for each future year would reduce the accumulated benefit obligation at December 31, 2012 by $1 million and decrease the aggregate of the service and interest cost components of the net periodic postretirement cost for 2012 by less than $1 million.

Plan Assets—Asset categories and associated asset allocations for the Company’s funded retirement plans at December 31, 2012 and 2011:

	Successor						Successor
	December 31, 2012						December 31, 2011
	Actual			Target			Actual			Target
United States:
Equity securities		38	%		38	%		57	%		45	%
Debt securities		61			62			40			55
Cash and cash equivalents		1			—			3			—
Total		100	%		100	%		100	%		100	%
Netherlands:
Equity securities		41	%		40	%		40	%		25	%
Debt securities		53			55			51			58
Real estate		—						9			10
Cash and cash equivalents		6			5			—			7
Total		100	%		100	%		100	%		100	%

The U.S. plan is administered by a board-appointed committee that has fiduciary responsibility for the plan’s management. The committee maintains an investment policy stating the guidelines for the performance and allocation of plan assets, performance review procedures and updating of the policy. At least annually, the U.S. plan’s asset allocation guidelines are reviewed in light of evolving risk and return expectations.

Substantially all of the plan’s assets are invested with nine equity fund managers, three fixed-income fund managers and one money-market fund manager. To control risk, equity fund managers are prohibited from entering into the following transactions, (i) investing in commodities, including all futures contracts, (ii) purchasing letter stock, (iii) short selling, and (iv) option trading. In addition, equity fund managers are prohibited from purchasing on margin and are prohibited from purchasing Tronox securities. Equity managers are monitored to ensure investments are in line with their style and are generally permitted to invest in U.S. common stock, U.S. preferred stock, U.S. securities convertible into common stock, common stock of foreign companies listed on major U.S. exchanges, common stock of foreign companies listed on foreign exchanges, covered call writing, and cash and cash equivalents.

Fixed-income fund managers are prohibited from investing in (i) direct real estate mortgages or commingled real estate funds, (ii) private placements above certain portfolio thresholds, (iii) tax exempt debt of state and local governments above certain portfolio thresholds, (iv) fixed income derivatives that would cause leverage, (v) guaranteed investment contracts and (vi) Tronox securities. They are permitted to invest in debt securities issued by the U.S. government, its agencies or instrumentalities, commercial paper rated A3/P3, FDIC insured certificates of deposit or bankers’ acceptances and corporate debt obligations. Each fund manager’s portfolio has an average credit rating of A or better.

The Netherlands plan is administered by a pension committee representing the employer, the employees and the pensioners. The pension committee has six members, whereby three members are elected by the employer, two members are elected by the employees and one member is elected by the pensioners, and each member has one vote. The pension committee meets at least quarterly to discuss regulatory changes, asset performance and asset allocation. The plan assets are managed by one Dutch fund manager against a mandate set at least annually by the pension committee. In accordance with policies set by the pension committee, a new fund manager was appointed effective December 1, 2006. Simultaneous with the change in fund manager, the asset allocation was modified using committee policy guidelines. The plan assets are evaluated annually by a multinational benefits consultant against state defined actuarial tests to determine funding requirements.

The fair values of pension investments as of December 31, 2012 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2012, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Commingled Equity Fund.	$	—		$	110	(1)	$	—	$	110
Debt securities
Corporate		—			8	(5)		—		8
Government		11	(4)		1	(5)		—		12
Mortgages		—			16	(5)		—		16
Commingled Fixed Income Funds		—			137	(2)		—		137
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	11		$	275		$	—	$	286

(1) For commingled equity fund owned by the funds, fair value is based on observable quoted prices on active exchanges, which are Level 1 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2012,  Using:
	Quoted Prices in Active Markets for Identical Assets (Level  1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—Non-U.S. Pooled Funds	$	—	$	46	(1)	$	—	$	46
Debt securities—Non-U.S. Pooled Funds		—		60	(2)		—		60
Cash		—		6			—		6
Total at fair value	$	—	$	112		$	—	$	112

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as a Level 2 input.

(2) For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

The fair values of pension investments as of December 31, 2011 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2011, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—U.S.	$	147	(1)	$	—		$	—	$	147
Debt securities
Corporate		—			13	(6)		—		13
U.S. Mutual Funds		52	(2)		—			—		52
Government		10	(5)		1	(6)		—		11
Asset-backed		—			1	(6)		—		1
Mortgages		—			24	(6)		—		24
International Commingled Fixed Income Funds		—			3	(3)		—		3
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			8	(4)		—		8
Total at fair value	$	209		$	50		$	—	$	259

(1) For equity securities owned by the funds, fair value is based on observable quoted prices on active exchanges, which are Level 1 inputs.

(2) For mutual funds, fair value is based on nationally recognized pricing services, which are Level 1 inputs.

(3) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(5) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(6) For corporate, government, asset-backed, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2011, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—Non-U.S. Pooled Funds	$	—	$	37	(1)	$	—	$	37
Debt securities—Non-U.S. Pooled Funds		—		46	(2)		—		46
Real Estate Pooled Fund		—		8	(3)		—		8
Total at fair value	$	—	$	91		$	—	$	91

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as a Level 2 input.

(2) For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

(3) For real estate pooled funds, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

The following tables set forth the changes in the fair value of Level 3 plan assets for the year ended December 31, 2011:

	U.S. Level 3 Assets
	International Comingled Funds US Equity			Total
Balance at December 31, 2010	$	22		$	22
Transfers to Level 2		(22	)		(22	)
Balance at December 31, 2011	$	—		$	—

Defined Contribution Plans

U.S. Savings Investment Plan

On March 30, 2006, the Company established the U.S. Savings Investment Plan (the “SIP”), a qualified defined contribution plan under section 401(k) of the Internal Revenue Code. Under the SIP, the Company’s regular full-time and part-time employees contribute a portion of their earnings, and the Company matches these contributions up to a predefined threshold. During 2011 and 2012, the Company’s matching contribution was 100% of the first 3% of employees’ contribution and 50% of the next 3%. On January 1, 2011, the Board approved a discretionary company contribution of up to 6% of employees’ pay. The discretionary contribution is subject to approval each year by the Board. The Company’s matching contribution to the SIP vests immediately; however, the Company’s discretionary contribution is subject to vesting conditions that must be satisfied over a three year vesting period. Contributions under SIP, including the Company’s match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with the Company’s matching contribution to the SIP was $2 million, $2 million, $0 million and $1 million for the years ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively. Compensation expense associated with the Company’s discretionary contribution was $4 million and $3 million, respectively, for the years ended December 31, 2012 and eleven months ended December 31, 2011. Compensation expense during the one month ended January 31, 2011 and year ended December 31, 2010 was less than $1 million.

U.S. Savings Restoration Plan

On March 30, 2006, the Company established the U.S. Savings Restoration Plan (the “SRP”), a nonqualified defined contribution plan, for employees whose eligible compensation is expected to exceed the IRS compensation limits for qualified plans. Under the SRP, participants can contribute up to 20% of their annual compensation and incentive. The Company’s matching contribution under the SRP is the same as the SIP. The Company’s matching contribution under this plan vests immediately to plan participants. Contributions under the SRP, including the Company’s match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with the Company’s matching contribution to the SRP was $1 million and $1 million, respectively, for the years ended December 31, 2012 and eleven months ended December 31, 2011. Compensation expense for the one month ended January 31, 2011 and year ended December 31, 2010 was less than $1 million.

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Share-based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Share-based Compensation

18. Share-based Compensation

Compensation expense related to restricted share awards was $2 million and $6 million for the three months ended March 31, 2013 and 2012, respectively. Compensation expense related to the Company’s nonqualified option awards was $2 million and $1 million for the three months ended March 31, 2013 and 2012, respectively.

At March 31, 2013, unrecognized compensation expense related to the Company’s restricted shares and options, adjusted for estimated forfeitures, was approximately $54 million, with such unrecognized compensation expense expected to be recognized over a weighted-average period of approximately three years. The ultimate amount of such expense is dependent upon the actual number of restricted shares and options that vest. The Company periodically assesses the forfeiture rates used for such estimates. A change in estimated forfeiture rates would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense above.

Tronox Limited Management Equity Incentive Plan

On the Transaction Date, Tronox Limited adopted the Tronox Limited Management Equity Incentive Plan (the “Tronox Limited MEIP”), which permits the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Board in its discretion deems appropriate, including any combination of the above. Subject to further adjustment, the maximum number of shares which may be the subject of awards (inclusive of incentive options) is 12,781,225 Class A Shares.

Restricted Shares

During the three months ended March 31, 2013, the Company granted 708,908 restricted share awards to employees, which have both time requirements and performance requirements. The time provisions are graded vesting, while the performance provisions are cliff vesting and have a variable payout. During the three months ended March 31, 2013, the Company granted 71,732 restricted share awards with graded vesting to members of the Board. In accordance with ASC 718, Compensation—Share-Based Compensation (“ASC 718”), the restricted share awards issued during the three months ended March 31, 2013 are classified as equity awards and are accounted for using the fair value established at the grant date.

Restricted share activity was as follows:

	Number of Shares			Fair Value(1)
Balance at December 31, 2012		761,065		$	20.62
Awards granted		780,640			20.96
Awards earned		(27,053	)		24.15
Awards forfeited		(10,242	)		24.99
Balance at March 31, 2013		1,504,410		$	20.70
Outstanding awards expected to vest		1,467,939		$	20.67

(1) Represents the weighted-average grant-date fair value.

Options

On February 25, 2013 and March 11, 2013, the Company granted 1,545,662 and 8,238 options, respectively, to employees to purchase Class A Shares, which vest over a three year period.

Options activity was as follows:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2012		528,759		$	25.16		9.38	$	—
Options issued		1,553,900			19.10		9.91		—
Options forfeited		(3,723	)		24.60		—		—
Options vested		(51,632	)		23.41		—		—
Outstanding at March 31, 2013		2,027,304		$	20.56		9.74	$	1,113,652
Outstanding awards expected to vest		1,923,034		$	20.55		9.75	$	1,065,208

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at March 31, 2013 and the options’ exercise price.

Grants

Valuation and Cost Attribution Methods. Options’ fair value are determined on the date of grant using the Black-Scholes option-pricing model and is recognized in earnings on a straight-line basis over the employee service period of three years necessary to earn the awards, which is the vesting period. The Company ran the Black-Scholes option-pricing model for the 1,545,662 options granted on February 25, 2013 and the 8,238 options granted on March 11, 2013 using the following assumptions:

	February 25, 2013			March 11, 2013
Risk-free interest rate		1.04	%		1.19	%
Expected dividend yield		5.24	%		4.65	%
Expected volatility		56	%		56	%
Expected term (years)		10			10
Per-unit fair value of options granted	$	6.28		$	7.48

For the February 25, 2013 grant, the Company used the fair market value and exercise price of $19.09, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on February 25, 2013. For the March 11, 2013 grant, the Company used the fair market value and exercise price of $21.49, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on March 11, 2013.

Risk-free interest rate—The Company used a risk-free interest rate of 1.04% and 1.19% for the February 25, 2013 grant and the March 11, 2013 grant, respectively, which was the risk-free interest rate based on U.S. Treasury Strips available with maturity period consistent with expected life assumption.

Expected Volatility—In setting the volatility assumption, the Company considered the most recent reported volatility of each compensation peer company. For the 2013 valuation, the peer company group included the following companies: Albemarle, Cabot Corporation, Celanese Corporation, Chemtura Corporation, Cliffs Natural Resources Inc., Cytec Industries Inc., Dupont, Eastman Chemical Company, Freeport-McMoRan Copper & Gold Inc., Huntsman Corporation, Kronos Worldwide, Inc., Rockwood Holdings, Inc., Southern Copper Corporation, and Teck Resources Limited.

T-Bucks Employee Participation Plan (“T-Bucks EPP”)

At March 31, 2013 and December 31, 2012, there were 548,234 shares in the trust with a fair value of $25.79, which represents the fair value on the date of purchase by the trust. Compensation expense during the three months ended March 31, 2013 was $1 million.

Long-Term Incentive Plan

In connection with the Transaction, the Company assumed a long-term incentive plan (the “LTIP”) for the benefit of certain qualifying employees of Tronox subsidiaries in South Africa and Australia. The LTIP is classified as a cash-settled compensation plan and is remeasured to fair value at each reporting date. At March 31, 2013, the LTlP plan liability was approximately $3 million, which is recorded in “Other long-term liabilities” on the unaudited Condensed Consolidated Balance Sheets. During the three months ended March 31, 2013, compensation expense was less than $1 million.

Tronox Incorporated Management Equity Incentive Plan

In connection with its emergence from bankruptcy, Tronox Incorporated adopted the Tronox Incorporated management equity incentive plan (the “Tronox Incorporated MEIP”), which permitted the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted share, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Tronox Incorporated Board of Directors in its discretion deems appropriate, including any combination of the above. The number of shares available for delivery pursuant to the awards granted under the Tronox Incorporated MEIP was 1.2 million shares.

On the Transaction Date, 748,980 restricted shares of Tronox Incorporated vested in connection with the Transaction. The remaining restricted shares of Tronox Incorporated were converted to Tronox Limited restricted shares. Additionally, on the Transaction Date, 517,330 Tronox Incorporated options were converted to Tronox Limited options.

Restricted Shares

During the three months ended March 31, 2012, the Company granted to its employees 50,415 shares, which have graded vesting provisions. The Company is withholding the highest combined maximum rate imposed under all applicable federal, state, local and foreign tax laws on behalf of the employees that have received these awards. In accordance with ASC 718, such restricted stock awards were classified as liability awards and were remeasured to fair value at each reporting date.

Restricted share activity with employees and directors was as follows:

	Number of Shares			Fair Value
Balance at December 31, 2011		1,177,995		$	21.48
Awards granted		50,415			24.03
Awards earned		(61,165	)		34.85
Balance at March 31, 2012		1,167,245		$	28.26

Options

Tronox Incorporated options activity was as follows:

	Number of Options		Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		345,000	$	22.00		9.95	$	0.7
Options issued		22,330		24.60		9.76		0.2
Outstanding at March 31, 2012		367,330	$	22.16		9.71	$	4.7

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at March 31, 2012 and the options’ exercise price.

19. Share-based Compensation

Compensation expense related to restricted share awards was $29 million, $14 million, less than $1 million and $1 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively. Compensation expense related to the Company’s nonqualified option awards was $2 million, less than $1 million, $0 million and less than $1 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively. During the one month ended January 31, 2011, the tax benefit associated with compensation expense had a corresponding offset to the valuation allowance, yielding no overall income tax benefit.

As of December 31, 2012, unrecognized compensation expense related to the Company’s restricted shares and options, adjusted for estimated forfeitures, was approximately $30 million, with such unrecognized compensation expense expected to be recognized over a weighted-average period of approximately 3 years. The ultimate amount of such expense is dependent upon the actual number of restricted shares and options that vest. The Company periodically assesses the forfeiture rates used for such estimates. A change in estimated forfeiture rates would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense above.

Tronox Limited Management Equity Incentive Plan

On the Transaction Date, Tronox Limited adopted the Tronox Limited management equity incentive plan (the “Tronox Limited MEIP”), which permits the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Board in its discretion deems appropriate, including any combination of the above. Subject to further adjustment, the maximum number of shares which may be the subject of awards (inclusive of incentive options) is 12,781,225 Class A Shares.

Restricted Shares

During 2012, the Company granted 341,755 restricted share awards to employees, which have both time requirements and performance requirements. The time provisions are graded vesting, while the performance provisions are cliff vesting and have a variable payout. During 2012, the Company granted 34,740 restricted share awards with graded vesting to members of the Board. In accordance with ASC 718, the restricted share awards issued during 2012 are classified as equity awards and are accounted for using the fair value established at the grant date.

The following table summarizes restricted share activity for the year ended December 31, 2012.

	Number of Shares			Fair Value(1)
Balance at December 31, 2011		—		$	—
Awards converted from Tronox Incorporated to Tronox Limited in connection with the Transaction		420,765			16.99
Awards granted		376,495			24.97
Awards earned		(24,620	)		20.87
Awards forfeited		(11,575	)		29.32
Balance at December 31, 2012		761,065		$	20.62
Outstanding awards expected to vest		754,162		$	20.57

(1) Represents the weighted-average grant-date fair value.

Options

On October 26, 2012 and November 12, 2012, the Company granted 88,233 and 711 options, respectively, to employees to purchase Class A Shares, respectively, which vest over a three year period. The following table presents a summary of activity for the year ended December 31, 2012:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		—		$	—		—	$	—
Options converted to Tronox Limited in connection with the Transaction		517,330			24.56		9.10		—
Options issued		247,904			23.83		9.62		—
Options forfeited		(159,880	)		22.55		—		—
Options vested		(76,595	)		22.25		—		—
Outstanding at December 31, 2012		528,759		$	25.16		9.38	$
Outstanding awards expected to vest		491,416		$	25.23		9.40		—

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable. The fair value of awards granted in connection with the share split has been affected to reflect the estimated fair value on the date of such share split.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at December 31, 2012 and the options’ exercise price. Options issued in connection with the share split had no effect on the intrinsic value of outstanding options.

October 26, 2012 Grants

Valuation and Cost Attribution Methods. Options’ fair value was determined on the date of grant using the Black-Scholes option-pricing model and was recognized in earnings on a straight-line basis over the employee service period of three years necessary to earn the awards, which is the vesting period. The Company ran the Black-Scholes option-pricing model for the 88,233 options granted on October 26, 2012 and used the following assumptions:

	2012
Risk-free interest rate		1.02	%
Expected dividend yield		4.84	%
Expected volatility		56	%
Expected term (years)		10
Per-unit fair value of options granted	$	7.03

The Company used the fair market value and exercise price of $20.64, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on October 26, 2012.

Expected Volatility—In setting the volatility assumption, the Company considered the most recent reported volatility of each compensation peer company. For the 2012 valuation, the peer company group included the following companies: Cabot Corporation, Celanese Corporation, Cliffs Natural Resources Inc., Cytec Industries Inc., Eastman Chemical Company, FMC Corporation, Freeport-McMoRan Copper & Gold Inc., Georgia Gulf Corporation, Huntsman Corporation, Kronos Worldwide, Inc., PPG Industries, Inc., Rockwood Holdings, Inc., RPM International Inc., The Sherwin-Williams Company, Southern Copper Corporation, Teck Resources Limited, The Valspar Corporation, W.R. Grace & Co, and Westlake Chemical Corporation.

Risk-free interest rate—The Company used a risk-free interest rate of 1.02%, which was the risk-free interest rate based on U.S. Treasury Strips available with maturity period consistent with expected life assumption.

November 12, 2012 Grants

Valuation and Cost Attribution Methods. Options’ fair value was determined on the date of grant using the Black-Scholes option-pricing model and was recognized in earnings on a straight-line basis over the employee service period of three years necessary to earn the awards, which is the vesting period. The Company ran the Black-Scholes option-pricing model for the 711 options granted on November 12, 2012 and used the following assumptions:

	2012
Risk-free interest rate		0.87	%
Expected dividend yield		5.34	%
Expected volatility		56	%
Expected term (years)		10
Per-unit fair value of options granted	$	6.07

The Company used the fair market value and exercise price of $18.72, which was the adjusted closing price of Class A Shares, New York Stock Exchange symbol TROX, recorded on November 12, 2012.

Expected Volatility—In setting the volatility assumption, the Company considered the most recent reported volatility of each compensation peer company. For the 2012 valuation, the peer company group included the following companies: Cabot Corporation, Celanese Corporation, Cliffs Natural Resources Inc., Cytec Industries Inc., Eastman Chemical Company, FMC Corporation, Freeport-McMoRan Copper & Gold Inc., Georgia Gulf Corporation, Huntsman Corporation, Kronos Worldwide, Inc., PPG Industries, Inc., Rockwood Holdings, Inc., RPM International Inc., The Sherwin-Williams Company, Southern Copper Corporation, Teck Resources Limited, The Valspar Corporation, W.R. Grace & Co, and Westlake Chemical Corporation.

Risk-free interest rate—The Company used a risk-free interest rate of 0.87%, which was the risk-free interest rate based on U.S. Treasury Strips available with maturity period consistent with expected life assumption.

T-Bucks Employee Participation Plan (“T-Bucks EPP”)

During 2012, the Company established the T-Bucks EPP for the benefit of certain qualifying employees (the “Participants”) of Tronox subsidiaries in South Africa (the “Employer Companies”). In accordance with the terms of the Trust Deed of the T-Bucks Trust (the “T-Bucks Trust Deed”), the Employer Companies funded the T-Bucks Trust (the “Trust”) in the amount of R124 million (approximately $15 million), which represents a capital contribution equal to R75,000 for each Participant. The funded amount was used to acquire 548,234 Class A Shares. Additional contributions may be made in the future at the discretion of the Board.

On September 3, 2012, the Participants were awarded share units in the Trust which entitles them to receive shares of Tronox Limited upon completion of the vesting period on May 31, 2017. The Participants are also entitled to receive dividends on the Tronox shares during the vesting period. Forfeited shares are retained by the Trust and are allocated to future participants in accordance with the Trust Deed. Under certain conditions, as outlined in the Trust Deed, Participants may receive share units awarded before May 31, 2017. The fair value of the awards is the fair value of the shares determined at the Grant Date. Compensation costs are recognized over the vesting period using the straight-line method. Compensation expense for the year ended December 31, 2012 was $1 million. In accordance with ASC 718, the T-Bucks EPP is classified as an equity-settled shared-based payment plan.

	Number of Shares		Fair Value(1)
Balance at December 31, 2011		—		—
Shares acquired by the Trust		548,234	$	25.79
Balance at December 31, 2012		548,234	$	25.79
Outstanding awards expected to vest		548,234	$	25.79

(1) Represents the fair value on the date of purchase by the Trust.

Long-Term Incentive Plan

In connection with the Transaction, the Company assumed a long-term incentive plan (the “LTIP”) for the benefit of certain qualifying employees of Tronox subsidiaries in South Africa and Australia. The LTIP is classified as a cash settled compensation plan and is re-measured to fair value at each reporting date. At December 31, 2012, the LTlP plan liability was approximately $8 million.

Tronox Incorporated Management Equity Incentive Plan

In connection with its emergence from bankruptcy, Tronox Incorporated adopted the Tronox Incorporated management equity incentive plan (the “Tronox Incorporated MEIP”), which permitted the grant of awards that constitute incentive options, nonqualified options, share appreciation rights, restricted share, restricted share units, performance awards and other share-based awards, cash payments and other forms such as the compensation committee of the Tronox Incorporated Board of Directors in its discretion deems appropriate, including any combination of the above. The number of shares available for delivery pursuant to the awards granted under the Tronox Incorporated MEIP was 1.2 million shares.

On the Transaction Date, 748,980 restricted shares of Tronox Incorporated vested in connection with the Transaction. The remaining restricted shares of Tronox Incorporated were converted to Tronox Limited restricted shares.

Restricted Shares

During 2012, Tronox Incorporated granted 52,915 shares to employees, which have graded vesting provisions. The plan allows Tronox Incorporated to withhold, for tax purposes, the highest combined maximum rate imposed under all applicable federal, state, local and foreign tax laws on behalf of the employees that have received these awards. In accordance with ASC 718, such restricted share awards were classified as liability awards and were re-measured to fair value at each reporting date.

The following table summarizes restricted shares activity during the year ended December 31, 2012.

	Number of Shares			Fair Value(1)
Balance at December 31, 2011		1,177,995		$	22.01
Awards granted		52,915			24.36
Awards earned		(810,145	)		24.30
Awards converted to Tronox Limited restricted shares in connection with the Transaction		(420,765	)		16.99
Balance at December 31, 2012		—		$	—

(1) Represents the weighted-average grant-date fair value.

Options

The following table presents a summary of activity for the Tronox Incorporated options for the year ended December 31, 2012:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		345,000		$	22.00		9.95	$	0.7
Options issued		172,330			29.69		9.87		—
Options converted to Tronox Limited in connection with the Transaction		(517,330	)		24.56		9.59		0.7
Outstanding at December 31, 2012		—		$	—		—	$	—

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at December 31, 2012 and the options’ exercise price.

Predecessor

Upon emergence from bankruptcy, all predecessor common stock equivalents, including but not limited to options and restricted stock units of Tronox Incorporated were vested and immediately cancelled with the plan of reorganization.

Overview—Tronox Incorporated’s Long Term Incentive Plan (the “Predecessor LTIP”) authorized the issuance of shares of Tronox Incorporated common stock to certain employees and non-employee directors any time prior to November 16, 2015, in the form of fixed-price options, restricted stock, stock appreciation rights or performance awards. As of the date of emergence from bankruptcy, all stock-based awards previously issued under the Predecessor’s LTIP plan vested and were immediately cancelled.

The following table summarizes information about restricted stock award, performance award and option activity for the one month ended January 31, 2011:

	Restricted Stock Awards & Stock Opportunity Grants					Performance Awards			Options
Restricted Shares	Number of Shares			Fair Value(1)		Number Of Units			Number of Options			Price(2)		Contractual Life (Years)(2)		Intrinsic Value(3)
Balance at December 31, 2010		148,053		$	4.92		2,689,150			1,152,408		$	9.54		5.31	$	9.54
Awards vested/cancelled		(148,053	)		—		(2,689,150	)		(1,152,408	)		—		—		—
Balance at January 31, 2011		—		$	—		—			—		$	—		—	$	—

(1) Represents the weighted average grant date fair value.

(2) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(3) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s stock and the options’ exercise price.

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Pension and Other Postretirement Healthcare Benefits - Weighted Average Assumptions Used to Determine Net Periodic Cost (Detail) (Net Periodic Plan Cost)	12 Months Ended
	Dec. 31, 2012 Successor United States	Dec. 31, 2011 Successor United States	Dec. 31, 2012 Successor International	Dec. 31, 2011 Successor International	Dec. 31, 2010 Predecessor United States	Dec. 31, 2010 Predecessor International
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.50%	5.25%	5.25%	5.25%	5.50%	5.25%
Expected return on plan assets	5.75%	6.44%	5.25%	5.25%	7.50%	5.75%
Rate of compensation increases		3.50%	3.50%	3.50%	3.50%	3.50%

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Pension and Other Postretirement Healthcare Benefits - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended		3 Months Ended		12 Months Ended						12 Months Ended	1 Months Ended	11 Months Ended	12 Months Ended				1 Months Ended	3 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2013 Postretirement healthcare plan	Mar. 31, 2012 Postretirement healthcare plan	Dec. 31, 2012 Increase [Member]	Dec. 31, 2012 Decrease [Member]	Dec. 31, 2012 Netherlands Plan	Dec. 31, 2012 Members employed before March One 1994 [Member]	Dec. 31, 2012 Members employed After March 1 After 1994 before January 2002 [Member] Maximum	Dec. 31, 2012 Members employed After March 1 After 1994 before January 2002 [Member] Minimum	Dec. 31, 2012 Members employed on or after January1 2002 [Member]	Jan. 31, 2011 U.S. Savings Investment Plan [Member]	Dec. 31, 2011 U.S. Savings Investment Plan [Member]	Dec. 31, 2012 U.S. Savings Investment Plan [Member] Y	Dec. 30, 2010 U.S. Savings Investment Plan [Member]	Dec. 31, 2011 U.S. Savings Investment Plan [Member] First 3% of employees contribution compensation [Member] SIP 2006 [Member]	Dec. 31, 2012 U.S. Savings Investment Plan [Member] Next 3% of employees contribution compensation [Member] SIP 2010 [Member]	Jan. 31, 2011 U.S. Savings Restoration Plan [Member]	Mar. 30, 2006 U.S. Savings Restoration Plan [Member]	Dec. 31, 2011 U.S. Savings Restoration Plan [Member]	Dec. 31, 2012 U.S. Savings Restoration Plan [Member]	Dec. 31, 2010 U.S. Savings Restoration Plan [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Net periodic cost for postretirement healthcare plans			$ 1	$ 1
Employee Contribution Percentage							4.00%									3.00%	3.00%		20.00%
Post-retirement and death-in-service benefits.											The South African Plan provides benefits as follows: (i) members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits, (ii) members employed on or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-retirement and death-in-service benefits, and (iii) members employed on or after January 1, 2002 receive no post-retirement and death-in-service benefits.
Benefit Percentage of Members								100.00%	2.00%	50.00%	0.00%
U.S. qualified retirement plan underfunded	134
Projected minimum funding requirement	13
Defined Benefit Plan, discount rate	3.75%	3.75%
Defined Benefit Plan, methodology used for calculating discount rate	The 2012 rate was selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding.
Outstanding corporate bonds	50
Decrease in assumed Health care cost trend rate for future years	9.00%				1.00%	1.00%
Expected cost of benefits covered by postretirement healthcare plan gradually declined	5.00%
Increase in accumulated post retirement benefit obligation	1
Increase in aggregate service and interest cost components	1
Decrease in accumulated post retirement benefit obligation	1
Decrease in aggregate service and interest cost components	1
Matching contribution																100.00%	50.00%
Non matching contribution												6.00%
Compensation expenses associated with matching contribution												0	2	2	1			1		1	1	1
Discretionary contribution vesting period														3
Discretionary contribution													3	4
Compensation expenses												$ 1			$ 1

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Shareholders' Equity (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Changes in Outstanding and Treasury Shares

The changes in outstanding shares for the three months ended March 31, 2013 were as follows:

Tronox Limited Class A Shares outstanding:
Balance at December 31, 2012	62,103,989
Shares issued for share-based compensation	25,319
Shares issued for warrants exercised(1)	81,015
Balance at March 31, 2013	62,210,323
Tronox Limited Class B Shares outstanding:
Balance at December 31, 2012	51,154,280
Balance at March 31, 2013	51,154,280

(1) As of March 31, 2013, there were 357,570 Series A warrants and 465,465 Series B warrants outstanding.

The changes in outstanding and treasury shares for the year ended December 31, 2012 were as follows:

Tronox Limited Class A Shares outstanding:
Balance at December 31, 2011	—
Shares issued in connection with the Transaction(1)	76,644,650
Shares issued for share-based compensation	24,620
Shares issued for warrants exercised	9,353
Shares purchased by the T-Bucks Trust(2)	(548,234	)
Class A Shares purchased by Exxaro, and converted to Class B Shares	(1,400,000	)
Shares repurchased/cancelled(3)	(12,626,400	)
Balance at December 31, 2012	62,103,989
Tronox Limited Class B Shares outstanding:
Balance at December 31, 2011	—
Shares issued in connection with the Transaction	49,754,280
Class A Shares purchased by Exxaro, and converted to Class B Shares	1,400,000
Balance at December 31, 2012	51,154,280
Tronox Incorporated shares outstanding:
Balance at December 31, 2011	75,383,455
Shares issued for share-based compensation	570,785
Shares issued for warrants exercised	690,385
Shares issued for claims	25
Shares exchanged in connection with the Transaction(1)	(76,644,650	)
Balance at December 31, 2012	—
Tronox Incorporated shares held as treasury:
Balance at December 31, 2011	472,565
Shares issued for share-based compensation	239,360
Shares cancelled in connection with the Transaction(1)	(711,925	)
Balance at December 31, 2012	—

(1) Shares issued in connection with the Transaction have been adjusted for the 5-for-1 share split. On the Transaction Date, the Company issued 15,328,930 Class A Shares and 9,950,856 Class B Shares.

(2) During the third quarter of 2012, the Company created the T-Bucks Employee Participation Plan for the benefit of certain employees in South Africa. See Note 19 for additional information.

(3) In accordance with Australian law, the Company is not permitted to hold shares of its own ordinary shares. As such, all Class A Shares that were repurchased by the Company have been cancelled. Additionally, all shares of Tronox Incorporated common stock that were held by Tronox Incorporated on the Transaction date were cancelled in connection with the Transaction. The number of Class A Shares repurchased has been adjusted for the 5-for-1 share split.

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Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2012

Quarterly Results of Operations (Unaudited)

25. Quarterly Results of Operations (Unaudited)

The following represents the Company’s unaudited quarterly results for the years ended December 31, 2012. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – March 31			April 1 – June 30			July 1 – September 30			October 1 – December 31
Net sales	$	434		$	429		$	487		$	482
Cost of goods sold		(277	)		(304	)		(444	)		(543	)
Gross margin		157			125			43			(61	)
Net income (loss)	$	86		$	1,144		$	(1	)	$	(96	)
Net income (loss) per share from continuing operations:
Basic	$	1.14		$	13.46		$	(0.03	)	$	(0.82	)
Diluted	$	1.10		$	13.00		$	(0.03	)	$	(0.82	)

(1) Subsequent to the Transaction, the Company adjusted its initial valuation. In accordance with ASC 805, the Company recorded these adjustments retroactive to the second quarter. As such, the quarterly results of operations for the second and third quarter have been revised. See Note 5.

The following represents the Company’s unaudited results for the one month ended January 31, 2011, two months ended March 31, 2011 and quarters ended June 30, 2011, September 30, 2011 and December 31, 2011. These results were prepared in conformity with U.S. GAAP and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – January 31			February 1 – March 31			April 1 – June 30			July 1 – September 30			October 1 – December 31
Net sales	$	108		$	267		$	428		$	465		$	383
Cost of goods sold		(83	)		(230	)		(310	)		(322	)		(242	)
Gross margin		25			37			118			143			141
Net income (loss)	$	631		$	10		$	66		$	99		$	67
Net income (loss) per share from continuing operations:
Basic	$	15.28		$	0.14		$	0.89		$	1.32		$	0.88
Diluted	$	15.25		$	0.13		$	0.85		$	1.25		$	0.85

The sum of the quarterly per share amounts may not equal the annual per share amounts due to relative changes in the weighted average number of shares used to

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Property, Plant and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Net Property, Plant and Equipment

Property, plant and equipment, net of accumulated depreciation and amortization, consisted of the following:

	March 31, 2013			December 31, 2012
Land and land improvements	$	81		$	80
Buildings		186			194
Machinery and equipment		1,132			1,158
Construction-in-progress		147			153
Furniture and fixtures		17			7
Other		7			6
Total		1,570			1,598
Less accumulated depreciation and amortization		(210	)		(175	)
Net	$	1,360		$	1,423

	Successor
	December 31, 2012			December 31, 2011
Land and land improvements	$	80		$	51
Buildings		194			45
Machinery and equipment		1,158			405
Construction-in-progress		153			49
Furniture and fixtures		7			4
Other		6			3
Total		1,598			557
Less accumulated depreciation and amortization		(175	)		(53	)
Net	$	1,423		$	504

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Earnings (Loss) Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Computation of Basic and Diluted Earnings Per Share From Continuing Operations

	Three Months Ended March 31,
	2013			2012
Numerator—Basic and Diluted:
Net Income (Loss)	$	(45	)	$	86
Less: Income attributable to noncontrolling interest		(12	)		—
Undistributed earnings (loss)		(57	)		86
Percentage allocated to ordinary shares		100	%		100	%
Undistributed earnings (loss) allocated to ordinary shares		(57	)		86
Earnings (loss) available to ordinary shares	$	(57	)	$	86
Denominator—Basic:
Weighted-average ordinary shares (in thousands)		113,317			75,390
Add: Effect of Dilutive Securities:
Restricted stock		—			245
Warrants		—			2,935
Options		—			95
Denominator—Dilutive		113,317			78,665
Earnings per Share(1):
Basic earnings (loss) per Share	$	(0.50	)	$	1.14
Diluted earnings (loss) per Share	$	(0.50	)	$	1.10

(1) The basic and diluted earnings (loss) per share amounts were computed from exact, not rounded, income and share information.

The following table sets forth the number of shares utilized in the computation of basic and diluted earnings per share from continuing operations for the periods indicated. The weighted average shares outstanding, potentially dilutive shares, earnings per share and anti-dilutive shares of the Successor have been restated to affect the 5-for-1 share split discussed in Note 15.

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Numerator—Basic and Diluted:
Income from Continuing Operations	$	1,133		$	242		$	631		$	5
Add: Loss attributable to noncontrolling interest		1			—			—			—
Less: Dividends paid		(61	)		—			—			—
Undistributed earnings		1,073			242			631			5
Percentage allocated to ordinary shares		99.26	%		100	%		100	%		100	%
Undistributed earnings allocated to ordinary shares		1,065			242			631			5
Add: Dividends paid allocated to ordinary shares		60			—			—			—
Earnings available to ordinary shares	$	1,125		$	242		$	631		$	5
Denominator—Basic:
Weighted-average ordinary shares (in thousands)		98,985			74,905			41,311			41,232
Add: Effect of Dilutive Securities:
Restricted stock		49			275			88			151
Warrants		2,372			2,895			—			—
Options		—			20			—			—
Denominator—Dilutive		101,406			78,095			41,399			41,383
Earnings per Share:
Basic earnings per Share(1)	$	11.37		$	3.22		$	15.28		$	0.11
Diluted earnings per Share(1)	$	11.10		$	3.10		$	15.25		$	0.11

(1) The basic and diluted earnings per share amounts were computed from exact, not rounded, income and share information.

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Guarantor Condensed Consolidated Financial Data

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Guarantor Condensed Consolidated Financial Data

23. GUARANTOR CONDENSED CONSOLIDATED FINANCIAL DATA

Our obligations under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future domestic restricted subsidiary, other than excluded subsidiaries that guarantee any indebtedness of Tronox Limited or our restricted subsidiaries. Our subsidiaries that do not guarantee the Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidated Financial Data presented below presents the statements of operations, statements of comprehensive income, balance sheets and statements of cash flow data for: (i) Tronox Limited (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Tronox historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and (iv) the Non-Guarantor Subsidiaries alone.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	470		$	(95	)	$	—		$	312		$	253
Cost of goods sold		438			(68	)		—			303			203
Gross Margin		32			(27	)		—			9			50
Selling, general and administrative expenses		51			(1	)		5			35			12
Income (Loss) from Operations		(19	)		(26	)		(5	)		(26	)		38
Interest and debt expense		(27	)		—			137			(163	)		(1	)
Other income (expense)		2			—			—			(6	)		8
Equity in earnings of subsidiary		—			150			(150	)		—			—
Income (Loss) from Continuing Operations before Income Taxes		(44	)		124			(18	)		(195	)		45
Income tax benefit (provision)		(1	)		—			(39	)		51			(13	)
Net Income (Loss)		(45	)		124			(57	)		(144	)		32
Income attributable to noncontrolling interest		12			—			—			12			—
Net Income (Loss) attributable to Tronox Limited	$	(57	)	$	124		$	(57	)	$	(156	)	$	32

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	(45	)	$	124	$	(57	)	$	(144	)	$	32
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(119	)		—		—			—			(119	)
Amortization of actuarial losses		1			—		—			—			1
Other comprehensive income		(118	)		—		—			—			(118	)
Total comprehensive income (loss)	$	(163	)	$	124	$	(57	)	$	(144	)	$	(86	)
Comprehensive income attributable to noncontrolling interest:
Net income		12			—		—			12			—
Foreign currency translation adjustments		(28	)		—		—			(28	)		—
Comprehensive (loss) attributable to noncontrolling interest		(16	)		—		—			(16	)		—
Comprehensive income (loss) attributable to Tronox Limited	$	(147	)	$	124	$	(57	)	$	(128	)	$	(86	)

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	1,375	$	—		$	1,190		$	125		$	60
Investments in subsidiaries		—		(1,445	)		(772	)		1,760			457
Other current assets		1,335		(9,033	)		6,146			2,081			2,141
Property, plant and equipment, net		1,360		—			—			737			623
Mineral leaseholds, net		1,377		—			—			778			599
Other assets		568		—			(3	)		387			184
Total Assets	$	6,015	$	(10,478	)	$	6,561		$	5,868		$	4,064
Liabilities and Shareholders’ Equity
Current liabilities	$	380	$	(1,155	)	$	1,236		$	113		$	186
Long-term debt		2,396		—			—			902			1,494
Other long-term liabilities		543		(7,803	)		893			7,045			408
Total Liabilities		3,319		(8,958	)		2,129			8,060			2,088
Total Equity		2,696		(1,520	)		4,432			(2,192	)		1,976
Total Liabilities and Equity	$	6,015	$	(10,478	)	$	6,561		$	5,868		$	4,064

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2013

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	(45	)	$	124		$	(57	)	$	(144	)	$	32
Other		44			(124	)		742			201			(775	)
Cash provided by (used in) operating activities		(1	)		—			685			57			(743	)
Cash Flows from Investing Activities:
Capital expenditures		(45	)		—			—			(14	)		(31	)
Cash used in investing activities		(45	)		—			—			(14	)		(31	)
Cash Flows from Financing Activities
Reductions of debt		(179	)		—			—			—			(179	)
Proceeds from borrowings		945			—			—			—			945
Debt issuance costs		(28	)		—			—			—			(28	)
Dividends paid		(29	)		—			(29	)		—			—
Proceeds from conversion of warrants		1			—			1			—			—
Cash provided by (used in) financing activities		710			—			(28	)		—			738
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(5	)		—			—			—			(5	)
Net Increase (Decrease) in Cash and Cash Equivalents		659			—			657			43			(41	)
Cash and Cash Equivalents at Beginning of Period		716			—			533			82			101
Cash and Cash Equivalents at End of Period	$	1,375		$	—		$	1,190		$	125		$	60

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2012

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	434		$	(18	)	$	—	$	364		$	88
Cost of goods sold		277			(13	)		—		233			57
Gross Margin		157			(5	)		—		131			31
Selling, general and administrative expenses		44			(1	)		—		41			4
Income (Loss) from Operations		113			(4	)		—		90			27
Interest and debt expense		(8	)		—			—		(5	)		(3	)
Other income (expense)		(1	)		37			—		(35	)		(3	)
Equity in earnings of subsidiary		—			(37	)		—		37			—
Income (Loss) from Continuing Operations before Income Taxes		104			(4	)		—		87			21
Income tax benefit (provision)		(18	)		—			—		—			(18	)
Net Income (Loss)	$	86		$	(4	)	$	—	$	87		$	3

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Three Months Ended March 31, 2012

(Unaudited)

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income:
Net Income (Loss)	$	86	$	(4	)	$	—	$	87		$	3
Other Comprehensive Income:
Foreign currency translation adjustments		7		19			—		(2	)		(10	)
Amortization of actuarial losses		—		—			—		—			—
Other comprehensive income (loss)		7		19			—		(2	)		(10	)
Total comprehensive income (loss)	$	93	$	15		$	—	$	85		$	(7	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2012

(Unaudited)

(Millions of dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	86		$	(4	)	$	—	$	87		$	3
Other		(112	)		4			—		407			(523	)
Cash provided by (used in) operating activities		(26	)		—			—		494			(520	)
Cash Flows from Investing Activities:
Capital expenditures		(21	)		—			—		(19	)		(2	)
Cash used in investing activities		(21	)		—			—		(19	)		(2	)
Cash Flows from Financing Activities
Reductions of debt		(421	)		—			—		(421	)		—
Proceeds from borrowings		550			—			—		—			550
Debt issuance costs		(19	)		—			—		—			(19	)
Dividends paid		—			—			—		—			—
Proceeds from conversion of warrants		1			—			—		1			—
Cash provided by (used in) financing activities		111			—			—		(420	)		531
Effects of Exchange Rate Changes on Cash and Cash Equivalents		5			—			—		—			5
Net Increase in Cash and Cash Equivalents		69			—			—		55			14
Cash and Cash Equivalents at Beginning of Period		154			—			—		104			50
Cash and Cash Equivalents at End of Period	$	223		$	—		$	—	$	159		$	64

27. GUARANTOR CONDENSED CONSOLIDATED FINANCIAL DATA

Our obligations under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future domestic restricted subsidiary, other than excluded subsidiaries that guarantee any indebtedness of Tronox Limited or our restricted subsidiaries. Our subsidiaries that do not guarantee the Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidated Financial Data presented below presents the statements of operations, statements of comprehensive income, balance sheets and statements of cash flow data for: (i) Tronox Limited (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Tronox historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and (iv) the Non-Guarantor Subsidiaries alone.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction. Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. For purposes of the guarantor financial statements, Tronox Limited is the parent company for all periods presented, and Tronox Incorporated is included in the guarantor column for all periods presented.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,832		$	(153	)	$	—		$	1,340		$	645
Cost of goods sold		1,568			(104	)		—			1,057			615
Gross Margin		264			(49	)		—			283			30
Selling, general and administrative expenses		239			(4	)		98			115			30
Income (Loss) from Operations		25			(45	)		(98	)		168			—
Interest and debt expense		(65	)		—			297			(356	)		(6	)
Other income (expense)		(7	)		432			(95	)		(336	)		(8	)
Gain on bargain purchase		1,055			—			1,055			—			—
Equity in earnings of subsidiary		—			1,142			(1,144	)		2			—
Income (Loss) from Continuing Operations before Income Taxes		1,008			1,529			15			(522	)		(14	)
Income tax benefit (provision)		125			—			(60	)		139			46
Net Income (Loss)		1,133			1,529			(45	)		(383	)		32
Net loss attributable to noncontrolling interest		1			—			—			1			—
Net Income (Loss) attributable to Tronox Limited	$	1,134		$	1,529		$	(45	)	$	(382	)	$	32

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	1,133		$	1,529	$	(45	)	$	(383	)	$	32
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		10			18		—			(2	)		(6	)
Amortization of actuarial losses		(48	)		—		—			(47	)		(1	)
Other comprehensive income (loss)		(38	)		18		—			(49	)		(7	)
Total comprehensive income (loss)	$	1,095		$	1,547	$	(45	)	$	(432	)	$	25
Comprehensive income attributable to noncontrolling interest:
Net loss		1			—		—			1			—
Foreign currency translation adjustments		(1	)		—		—			(1	)		—
Comprehensive income attributable to noncontrolling interest		—			—		—			—			—
Comprehensive income (loss) attributable to Tronox Limited	$	1,095		$	1,547	$	(45	)	$	(432	)	$	25

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2012

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	716	$	—		$	533		$	82		$	101
Investment in subsidiaries		—		(1,595	)		(622	)		1,760			457
Other current assets		1,457		(8,300	)		6,047			2,181			1,529
Property, plant and equipment, net		1,423		—			—			747			676
Mineral leaseholds, net		1,439		—			—			796			643
Other assets		476		—			(3	)		401			78
Total Assets	$	5,511	$	(9,895	)	$	5,955		$	5,967		$	3,484
Liabilities and Shareholders’ Equity
Current liabilities	$	467	$	(539	)	$	560		$	133		$	313
Long-term debt		1,605		—			—			902			703
Other long-term liabilities		557		(7,709	)		882			6,978			406
Total Liabilities		2,629		(8,248	)		1,442			8,013			1,422
Total Equity		2,882		(1,647	)		4,513			(2,046	)		2,062
Total Liabilities and Equity	$	5,511	$	(9,895	)	$	5,955		$	5,967		$	3,484

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	1,133		$	1,529		$	(45	)	$	(383	)	$	32
Gain on bargain purchase		(1,055	)		—			(1,055	)		—			—
Other		40			(1,529	)		2,098			(18	)		(511	)
Cash provided by (used in) operating activities		118			—			998			(401	)		(479	)
Cash Flows from Investing Activities:
Capital expenditures		(166	)		—			—			(89	)		(77	)
Cash paid in acquisition of mineral sands business		(1	)		—			(1	)		—			—
Cash received in acquisition of mineral sands business		115			—			115			—			—
Cash provided by (used in) investing activities		(52	)		—			114			(89	)		(77	)
Cash Flows from Financing Activities
Reductions of debt		(585	)		—			—			(481	)		(104	)
Proceeds from borrowings		1,707			—			—			960			747
Debt issuance costs		(38	)		—			—			(19	)		(19	)
Merger consideration		(193	)		—			(193	)		—			—
Class A ordinary shares repurchases		(326	)		—			(326	)		—			—
Shares purchased for the Employee Participation Plan		(15	)		—			—			—			(15	)
Paid dividends		(61	)		—			(61	)		—			—
Proceeds from conversion of warrants		1			—			1			—			—
Cash provided by (used in) financing activities		490			—			(579	)		460			609
Effects of Exchange Rate Changes on Cash and Cash Equivalents		6			—			—			8			(2	)
Net Increase (Decrease) in Cash and Cash Equivalents		562			—			533			(22	)		51
Cash and Cash Equivalents at Beginning of Period		154			—			—			104			50
Cash and Cash Equivalents at End of Period	$	716		$	—		$	533		$	82		$	101

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,543		$	9		$	—	$	1,207		$	327
Cost of goods sold		1,104			22			—		856			226
Gross Margin		439			(13	)		—		351			101
Selling, general and administrative expenses		152			(3	)		—		142			13
Litigation/arbitration settlement		(10	)		—			—		(10	)		—
Provision for environmental remediation and restoration, net of reimbursements		(5	)		—			—		(5	)		—
Income (Loss) from Operations		302			(10	)		—		224			88
Interest and debt expense		(30	)		—			—		(20	)		(10	)
Other income (expense)		(10	)		31			—		(35	)		(6	)
Equity in earnings of subsidiary		—			(72	)		—		72			—
Income (Loss) from Continuing Operations before Income Taxes		262			(51	)		—		241			72
Income tax benefit (provision)		(20	)		—			—		6			(26	)
Income (Loss) from Continuing Operations	$	242		$	(51	)	$	—	$	247		$	46

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(6	)		—			—		(130	)		124
Amortization of actuarial losses		(51	)		—			—		(37	)		(14	)
Other comprehensive income (loss)		(57	)		—			—		(167	)		110
Total comprehensive income (loss)	$	185		$	(51	)	$	—	$	80		$	156

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2011

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	$	154	$	—		$	—	$	104	$	50
Investment in subsidiaries		—		(1,027	)		—		570		457
Other current assets		615		(629	)		—		918		326
Property, plant and equipment, net		504		—			—		450		54
Mineral leaseholds, net		38		—			—		38		—
Other assets		346		—			—		336		10
Total Assets	$	1,657	$	(1,656	)	$	—	$	2,416	$	897
Liabilities and Shareholders’ Equity
Current liabilities	$	281	$	(47	)	$	—	$	267	$	61
Long-term debt		421		—			—		421		—
Other long-term liabilities		203		(574	)		—		211		566
Total Liabilities		905		(621	)		—		899		627
Total Shareholders’ Equity		752		(1,035	)		—		1,517		270
Total Liabilities and Equity	$	1,657	$	(1,656	)	$	—	$	2,416	$	897

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	242		$	(51	)	$	—	$	247		$	46
Other		21			51			—		(36	)		6
Cash provided by operating activities		263			—			—		211			52
Cash Flows from Investing Activities:
Capital expenditures		(133	)		—			—		(125	)		(8	)
Proceeds from the sale of assets		1			—			—		1			—
Cash used in investing activities		(132	)		—			—		(124	)		(8	)
Cash Flows from Financing Activities
Reductions of debt		(45	)		—			—		(45	)		—
Proceeds from borrowings		14			—			—		14			—
Debt issuance costs and commitment fees		(5	)		—			—		(5	)		—
Proceeds from conversion of warrants		1			—			—		1			—
Cash used in financing activities		(35	)		—			—		(35	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3	)		—			—		—			(3	)
Net Increase in Cash and Cash Equivalents		93			—			—		52			41
Cash and Cash Equivalents at Beginning of Period		61			—			—		52			9
Cash and Cash Equivalents at End of Period	$	154		$	—		$	—	$	104		$	50

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	108		$	(23	)	$	—	$	111		$	20
Cost of goods sold		83			(22	)		—		89			16
Gross Margin		25			(1	)		—		22			4
Selling, general and administrative expenses		5			(1	)		—		5			1
Income from Operations		20			—			—		17			3
Interest and debt expense		(3	)		—			—		(3	)		—
Other income (expense)		615			2			—		550			63
Equity in earnings of subsidiary		—			(63	)		—		63			—
Income (Loss) from Continuing Operations before Income Taxes		632			(61	)		—		627			66
Income tax provision		(1	)		—			—		(1	)		—
Net Income (Loss)	$	631		$	(61	)	$	—	$	626		$	66

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		1			—			—		—		1
Amortization of prior service cost		(1	)		—			—		—		(1	)
Other comprehensive income		—			—			—		—		—
Total comprehensive income (loss)	$	631		$	(61	)	$	—	$	626	$	66

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	631		$	(61	)	$	—	$	626		$	66
Reorganization items		(954	)		—			—		(954	)		—
Other		40			61			—		61			(82	)
Cash used in operating activities		(283	)		—			—		(267	)		(16	)
Cash Flows from Investing Activities:
Capital expenditures		(6	)		—			—		(6	)		—
Cash used in investing activities		(6	)		—			—		(6	)		—
Cash Flows from Financing Activities
Proceeds from borrowings		25			—			—		25			—
Debt issuance costs and commitment fees		(2	)		—			—		(2	)		—
Proceeds from rights offering		185			—			—		185			—
Cash provided by financing activities		208			—			—		208			—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			—		—			—
Net Decrease in Cash and Cash Equivalents		(81	)		—			—		(65	)		(16	)
Cash and Cash Equivalents at Beginning of Period		142			—			—		117			25
Cash and Cash Equivalents at End of Period	$	61		$	—		$	—	$	52		$	9

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,218		$	(299	)	$	—	$	1,240		$	277
Cost of goods sold		996			(289	)		—		1,047			238
Gross Margin		222			(10	)		—		193			39
Selling, general and administrative expenses		59			(9	)		—		56			12
Provision for environmental remediation and restoration, net of reimbursements		(47	)		—			—		(47	)		—
Income (Loss) from Operations		210			(1	)		—		184			27
Interest and debt expense		(50	)		—			—		(38	)		(12	)
Other income (expense)		(153	)		121			—		(159	)		(115	)
Equity in earnings of subsidiary		—			114			—		(114	)		—
Income (Loss) from Continuing Operations before Income Taxes		7			234			—		(127	)		(100	)
Income tax benefit (provision)		(2	)		(1	)		—		6			(7	)
Income (Loss) from Continuing Operations		5			233			—		(121	)		(107	)
Income from discontinued operations		1			—			—		1			—
Net Income (Loss)	$	6		$	233		$	—	$	(120	)	$	(107	)

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	6		$	233	$	—	$	(120	)	$	(107	)
Other Comprehensive Loss:
Foreign currency translation adjustments		(10	)		—		—		(3	)		(7	)
Retirement and postretirement plans adjustments		(13	)		—		—		(9	)		(4	)
Other comprehensive loss		(23	)		—		—		(12	)		(11	)
Total comprehensive income (loss)	$	(17	)	$	233	$	—	$	(132	)	$	(118	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2010

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	6		$	233		$	—	$	(120	)	$	(107	)
Other		71			(233	)		—		185			119
Cash provided by operating activities		77			—			—		65			12
Cash Flows from Investing Activities:
Capital expenditures		(45	)		—			—		(38	)		(7	)
Cash used in investing activities		(45	)		—			—		(38	)		(7	)
Cash Flows from Financing Activities
Reductions of debt		(425	)		—			—		(425	)		—
Proceeds from borrowings		425			—			—		425			—
Debt issuance costs		(15	)		—			—		(15	)		—
Fees related to rights offering and other related debt costs		(17	)		—			—		(17	)		—
Cash used in financing activities		(32	)		—			—		(32	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(1	)		—			—		(1	)		—
Net Increase (Decrease) in Cash and Cash Equivalents		(1	)		—			—		(6	)		5
Cash and Cash Equivalents at Beginning of Period		143			—			—		123			20
Cash and Cash Equivalents at End of Period	$	142		$	—		$	—	$	117		$	25

XML

Share-Based Compensation - Equity-settled share-based payment plan (Detail) (T Bucks Employee Participation Plan, USD $)	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2013
T Bucks Employee Participation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, beginning balance		548,234
Shares acquired by the Trust	548,234
Number of Shares, Ending Balance	548,234	548,234
Outstanding awards expected to vest	548,234
Beginning Balance
Shares acquired by the Trust	$ 25.79
Fair Value, Ending Balance	$ 25.79
Outstanding awards expected to vest	$ 25.79

XML

Quarterly Results of Operations (Unaudited) - Summary of Quarterly Results of Operations (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended	2 Months Ended	3 Months Ended								12 Months Ended
	Jan. 31, 2011	Mar. 31, 2011	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Dec. 31, 2012
Subsequent Event [Line Items]
Net Sales	$ 108	$ 267	$ 470	$ 482	$ 487	$ 429	$ 434	$ 383	$ 465	$ 428
Cost of goods sold	(83)	(230)	(438)	(543)	(444)	(304)	(277)	(242)	(322)	(310)
Gross margin	25	37		(61)	43	125	157	141	143	118
Net income (loss)	$ 631	$ 10	$ (57)	$ (96)	$ (1)	$ 1,144	$ 86	$ 67	$ 99	$ 66	$ 1,133
Basic	$ 15.28	$ 0.14	$ (0.50)	$ (0.82)	$ (0.03)	$ 13.46	$ 1.14	$ 0.88	$ 1.32	$ 0.89
Diluted	$ 15.25	$ 0.13	$ (0.50)	$ (0.82)	$ (0.03)	$ 13.00	$ 1.10	$ 0.85	$ 1.25	$ 0.85

XML

Acquisition of the Mineral Sands Business - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2011	Jun. 30, 2012	Dec. 31, 2012	Mar. 31, 2013
Retained ownership interest of Exxaro and its subsidiaries			26.00%
Percentage of outstanding voting securities of Tronox Limited				50.00%
Percentage of outstanding voting securities of Tronox Limited			50.00%
Net assets acquired over fair value		$ 1,061	$ 185
Gain on bargain purchase			1,055
Transaction cost			95
Reorganization income impact	613
Impact of adjusted bargain purchase gain			$ 1,055
Class B common stock
Retained ownership interest of Exxaro and its subsidiaries			26.00%
Number of Class B Shares			9,950,856
Tronox Incorporated stockholders
Cash for each share of Tronox Incorporated common stock			$ 12.50
Tiwest Joint Venture
Percentage of outstanding voting securities of Tronox Limited			50.00%
Percentage of outstanding voting securities of Tronox Limited			100.00%

XML

Property, Plant and Equipment, Net - Net Property, Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Mar. 31, 2013 Land and land improvements	Dec. 31, 2012 Land and land improvements	Dec. 31, 2012 Land and land improvements Successor	Dec. 31, 2011 Land and land improvements Successor	Mar. 31, 2013 Building	Dec. 31, 2012 Building	Dec. 31, 2012 Building Successor	Dec. 31, 2011 Building Successor	Mar. 31, 2013 Machinery and equipment	Dec. 31, 2012 Machinery and equipment	Dec. 31, 2012 Machinery and equipment Successor	Dec. 31, 2011 Machinery and equipment Successor	Mar. 31, 2013 Construction-in-progress	Dec. 31, 2012 Construction-in-progress	Dec. 31, 2012 Construction-in-progress Successor	Dec. 31, 2011 Construction-in-progress Successor	Mar. 31, 2013 Furniture and fixtures	Dec. 31, 2012 Furniture and fixtures	Dec. 31, 2012 Furniture and fixtures Successor	Dec. 31, 2011 Furniture and fixtures Successor	Mar. 31, 2013 Other	Dec. 31, 2012 Other	Dec. 31, 2012 Other Successor	Dec. 31, 2011 Other Successor
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment Gross	$ 1,570	$ 1,598	$ 1,598	$ 557	$ 81	$ 80	$ 80	$ 51	$ 186	$ 194	$ 194	$ 45	$ 1,132	$ 1,158	$ 1,158	$ 405	$ 147	$ 153	$ 153	$ 49	$ 17	$ 7	$ 7	$ 4	$ 7	$ 6	$ 6	$ 3
Less accumulated depreciation and amortization	(210)	(175)	(175)	(53)
Net	$ 1,360	$ 1,423	$ 1,423	$ 504

XML

Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended		1 Months Ended
	Jan. 31, 2012	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2010	Jan. 31, 2011 Maximum	Dec. 31, 2012 UNITED STATES	Dec. 31, 2011 UNITED STATES
Significant Accounting Policies [Line Items]
Net unrealized and realized foreign currency gain	$ 2			$ 8	$ 8	$ 13
Cash and cash equivalents		1,375	223	154	716			50	62
Minimum useful life of intangible assets					5 years
Maximum useful life of intangible assets					20 years
Research and development costs				9	9	6	1
Income tax likelihood settlement					Greater than 50%
Income tax benefit (provision)		$ 1	$ 18		$ 0

XML

Debt - Short-term Debt (Detail) In Millions, unless otherwise specified			3 Months Ended		3 Months Ended
	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Mar. 31, 2013 UBS Revolver USD ($)	Dec. 31, 2012 UBS Revolver USD ($)	Mar. 31, 2013 ABSA Revolver USD ($)	Mar. 31, 2013 ABSA Revolver ZAR	Dec. 31, 2012 ABSA Revolver USD ($)	Dec. 31, 2012 ABSA Revolver ZAR	Mar. 31, 2013 Wells Revolver USD ($)	Dec. 31, 2012 Wells Revolver USD ($)	Dec. 31, 2012 Successor USD ($)	Dec. 31, 2011 Successor USD ($)	Dec. 31, 2012 Successor UBS Revolver USD ($)	Dec. 31, 2011 Successor UBS Revolver USD ($)	Dec. 31, 2012 Successor ABSA Revolver USD ($)	Dec. 31, 2011 Successor ABSA Revolver USD ($)	Dec. 31, 2012 Successor Wells Revolver USD ($)	Dec. 31, 2011 Successor Wells Revolver USD ($)
Standby Letters of Credit [Line Items]
Short-term debt maturity date			Jun. 18, 2017		Jun. 14, 2017	Jun. 14, 2017
Short-term Debt		$ 30					$ 30	250			$ 30				$ 30

XML

Income Taxes - Summary of Net Deferred Tax Assets and Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Deferred tax assets:
Valuation allowance associated with deferred tax assets		$ (192)	$ (215)
Balance sheet classifications:
Deferred tax liability-long-term	(214)	(222)
Successor
Deferred tax assets:
Net operating loss and other carryforwards		664	495
Property, plant and equipment		197	6
Reserves for environmental remediation and restoration		31	6
Obligations for pension and other employee benefits		79	57
Investments		31	34
Grantor trusts		109	123
Inventory		2	4
Interest		24
Other accrued liabilities		50	16
Long-term notes payable		52
Unrealized foreign exchange losses		10	1
Other		8	1
Total deferred tax assets		1,257	743
Valuation allowance associated with deferred tax assets		(753)	(561)
Net deferred tax assets		504	182
Deferred tax liabilities:
Property, plant and equipment		(386)	(67)
Intangibles		(110)	(118)
Inventory		(22)	(1)
Other		(8)	(2)
Total deferred tax liabilities		(526)	(188)
Net deferred tax asset (liability)		(22)	(6)
Balance sheet classifications:
Deferred tax assets-current		114	4
Deferred tax assets-long-term		91	9
Deferred tax liability-current		(5)
Deferred tax liability-long-term		(222)	(19)
Net deferred tax asset (liability)		$ (22)	$ (6)

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Inventories - Net of Allowance for Obsolete Inventories and Supplies (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor
Inventory on Consignment to Others	$ 65	$ 42	$ 42	$ 12
Fair value of inventory from the acquired mineral sands business		$ 553

XML

Emergence from Chapter 11 - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2012	Dec. 31, 2010
Reorganization [Line Items]
Total funded exit		$ 470
Proceeds from rights offering		185
Percentage of pro rata share		50.90%
Aggregate percentage of rights offering		49.10%
Percentage of combined purchase of pro rata		7.50%
Reorganization income	613		613
Reorganization expense	$ 145		$ 145

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Accrued Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Accrued Liabilities

Accrued liabilities consisted of the following:

	March 31, 2013		December 31, 2012
Unfavorable sales contracts	$	59	$	64
Taxes other than income taxes		50		58
Employee-related costs and benefits		42		45
Interest		8		22
Sales rebates		13		13
Other		6		7
Total	$	178	$	209

	Successor
	December 31, 2012		December 31, 2011
Unfavorable sales contracts(1)	$	64	$	—
Taxes other than income taxes(2)		58		5
Employee-related costs and benefits		45		27
Interest		22		1
Sales rebates		13		8
Other		7		5
Total	$	209	$	46

(1) In connection with the Transaction, the Company acquired sales contracts at unfavorable market terms, which were valued at $85 million on the Transaction Date. See Note 5.

(2) Includes transfer taxes incurred as a result of the Transaction and recorded in selling, general and administrative expenses on the Consolidated Statements of Operations.

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Intangible Assets, Net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2010
Intangible Assets Disclosure [Line Items]
Amortization expense related to intangible assets	$ 0	$ 7	$ 6	$ 22	$ 25	$ 0

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Share-Based Compensation - Additional Information (Detail)	1 Months Ended					3 Months Ended		12 Months Ended	11 Months Ended	12 Months Ended	3 Months Ended			11 Months Ended	12 Months Ended		1 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended	11 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended									3 Months Ended		12 Months Ended		12 Months Ended		3 Months Ended	12 Months Ended	3 Months Ended		1 Months Ended				12 Months Ended		3 Months Ended		12 Months Ended
	Mar. 11, 2013	Feb. 25, 2013	Nov. 12, 2012	Oct. 26, 2012	Jan. 31, 2011 USD ($)	Mar. 31, 2013 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 Maximum USD ($)	Dec. 31, 2010 Maximum USD ($)	Mar. 31, 2013 Minimum USD ($)	Mar. 31, 2013 Restricted Stock Grants To Employees USD ($)	Mar. 31, 2012 Restricted Stock Grants To Employees USD ($)	Dec. 31, 2011 Restricted Stock Grants To Employees USD ($)	Dec. 31, 2012 Restricted Stock Grants To Employees USD ($)	Dec. 31, 2010 Restricted Stock Grants To Employees USD ($)	Jan. 31, 2011 Restricted Stock Grants To Employees Maximum USD ($)	Mar. 31, 2013 Restricted Stock USD ($)	Dec. 31, 2012 Restricted Stock USD ($)	Jan. 31, 2011 Restricted Stock Board Of Directors USD ($)	Dec. 31, 2011 Restricted Stock Board Of Directors USD ($)	Dec. 31, 2012 Restricted Stock Board Of Directors USD ($)	Dec. 31, 2010 Restricted Stock Board Of Directors USD ($)	Mar. 31, 2013 T Bucks Employee Participation Plan USD ($)	Dec. 31, 2012 T Bucks Employee Participation Plan USD ($)	Dec. 31, 2012 T Bucks Employee Participation Plan ZAR	Dec. 31, 2011 T Bucks Employee Participation Plan USD ($)	Mar. 31, 2013 Tronox Limited Management Equity Incentive Plan Class A common stock	Mar. 11, 2013 Tronox Limited Management Equity Incentive Plan Class A common stock USD ($)	Feb. 25, 2013 Tronox Limited Management Equity Incentive Plan Class A common stock USD ($)	Dec. 31, 2012 Tronox Limited Management Equity Incentive Plan Class A common stock	Nov. 12, 2012 Tronox Limited Management Equity Incentive Plan Class A common stock USD ($)	Oct. 26, 2012 Tronox Limited Management Equity Incentive Plan Class A common stock USD ($)	Mar. 31, 2013 Tronox Limited Management Equity Incentive Plan Restricted Stock USD ($)	Mar. 31, 2012 Tronox Limited Management Equity Incentive Plan Restricted Stock USD ($)	Dec. 31, 2012 Tronox Limited Management Equity Incentive Plan Restricted Stock USD ($)	Dec. 31, 2011 Tronox Limited Management Equity Incentive Plan Restricted Stock USD ($)	Dec. 31, 2012 Tronox Limited Management Equity Incentive Plan Restricted Stock Successor USD ($)	Dec. 31, 2011 Tronox Limited Management Equity Incentive Plan Restricted Stock Successor USD ($)	Mar. 31, 2013 Tronox Limited Management Equity Incentive Plan Restricted Stock Board Of Directors	Dec. 31, 2012 Tronox Limited Management Equity Incentive Plan Restricted Stock Board Of Directors	Mar. 31, 2013 Tronox Limited Management Equity Incentive Plan Restricted Stock Employees	Dec. 31, 2012 Tronox Limited Management Equity Incentive Plan Stock Options	Mar. 11, 2013 Tronox Limited Management Equity Incentive Plan Stock Options Successor	Feb. 25, 2013 Tronox Limited Management Equity Incentive Plan Stock Options Successor	Nov. 12, 2012 Tronox Limited Management Equity Incentive Plan Stock Options Successor	Oct. 26, 2012 Tronox Limited Management Equity Incentive Plan Stock Options Successor	Dec. 31, 2012 Tronox Limited Management Equity Incentive Plan Stock Options Successor	Dec. 31, 2011 Tronox Limited Management Equity Incentive Plan Stock Options Successor	Mar. 31, 2013 Tronox Incorporated Management Equity Incentive Plan	Mar. 31, 2012 Tronox Incorporated Management Equity Incentive Plan Successor	Dec. 31, 2012 Tronox Incorporated Management Equity Incentive Plan Successor USD ($)	Dec. 31, 2011 Tronox Incorporated Management Equity Incentive Plan Successor USD ($)	Dec. 31, 2012 Tronox Incorporated Management Equity Incentive Plan Restricted Stock Successor
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense					$ 0	$ 2,000,000	$ 1,000,000	$ 0	$ 1,000,000	$ 1,000,000	$ 1,000,000	$ 2,000,000	$ 6,000,000	$ 14,000,000	$ 29,000,000	$ 1,000,000	$ 1,000,000			$ 0	$ 2,000,000	$ 0	$ 0
Unrecognized compensation expense																		54,000,000	30,000,000
Recognition of unrecognized compensation expense, weighted average period																		3 years	3 years
Number of shares, awards granted																												12,781,225			12,781,225																				1,200,000	1,200,000
Shares, granted																																		780,640	50,415	341,755		376,495		71,732	34,740	708,908									50,415	52,915
Options granted to employees to purchase Class A Shares	8,238	1,545,662	711	88,233
Options vesting period						3 years		3 years
Fair market value and exercise price																													$ 21.49	$ 19.09		$ 18.72	$ 20.64
Risk-free interest rate																																												1.19%	1.04%	0.87%	1.02%
Compensation expense																								1,000,000	1,000,000
Compensation expense																								548,234	548,234	548,234								1,504,410	1,167,245	761,065	1,177,995	761,065					528,759										1,177,995
Shares granted																									$ 25.79									$ 20.70	$ 28.26	$ 20.62	$ 21.48	$ 20.62															$ 22.01
LTlP plan liability						3,000,000		8,000,000
Number of restricted stock vested																																																						748,980
Number of shares, awards granted																																																517,330		517,330
Amount of employer fund for trust																									15,000,000	124,000,000
Capital contribution per participant																										75,000
Shares acquired by the Trust																									548,234	548,234

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Share-Based Compensation - Restricted Stock Share Activity with Employees (Detail) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Tronox Limited Management Equity Incentive Plan | Restricted Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of options, beginning balance	761,065	1,177,995	1,177,995
Number of Shares, Awards granted	780,640	50,415	341,755
Number of Shares, Awards earned	(27,053)	(61,165)
Number of Shares, Awards forfeited	(10,242)
Number of Shares, Ending Balance	1,504,410	1,167,245	761,065
Number of Shares, Outstanding awards expected to vest	1,467,939
Beginning Balance	$ 20.62	$ 21.48	$ 21.48
Fair Value, Awards granted	$ 20.96	$ 24.03
Fair Value, Awards earned	$ 24.15	$ 34.85
Fair Value, Awards forfeited	$ 24.99
Fair Value, Ending Balance	$ 20.70	$ 28.26	$ 20.62
Fair Value, Outstanding awards expected to vest	$ 20.67
Successor | Tronox Limited Management Equity Incentive Plan | Restricted Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Shares, Awards converted from Tronox Incorporated to Tronox Limited in connection with the Transaction			420,765
Number of Shares, Awards granted			376,495
Number of Shares, Awards earned			(24,620)
Number of Shares, Awards forfeited			(11,575)
Number of Shares, Ending Balance			761,065
Number of Shares, Outstanding awards expected to vest			754,162
Beginning Balance
Fair Value of Awards converted connection with the Transaction			$ 16.99
Fair Value, Awards granted			$ 24.97
Fair Value, Awards earned			$ 20.87
Fair Value, Awards forfeited			$ 29.32
Fair Value, Ending Balance			$ 20.62
Fair Value, Outstanding awards expected to vest			$ 20.57
Successor | Tronox Incorporated Management Equity Incentive Plan
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of options, beginning balance		1,177,995	1,177,995
Number of Shares, Awards converted from Tronox Incorporated to Tronox Limited in connection with the Transaction			420,765
Number of Shares, Awards granted		50,415	52,915
Number of Shares, Awards earned			(810,145)
Beginning Balance		$ 22.01	$ 22.01
Fair Value of Awards converted connection with the Transaction			$ 16.99
Fair Value, Awards granted			$ 24.36
Fair Value, Awards earned			$ 24.30
Fair Value, Ending Balance

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Accounts Receivable - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2012 Customer
Finance Receivable Transferred To Held For Sale [Line Items]
Company's Largest customers	10
Portion of ten largest customers in its total sales	46.00%
Number of customer accounted more than 10% of its net sales.	0

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Share-Based Compensation - Assumptions Used in Calculating Options Granted (Detail) (Successor, Tronox Limited Management Equity Incentive Plan, Stock Options, USD $)	1 Months Ended
	Mar. 11, 2013	Feb. 25, 2013	Nov. 12, 2012	Oct. 26, 2012
Successor | Tronox Limited Management Equity Incentive Plan | Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Risk-free interest rate	1.19%	1.04%	0.87%	1.02%
Expected dividend yield	4.65%	5.24%	5.34%	4.84%
Expected volatility	56.00%	56.00%	56.00%	56.00%
Expected term (years)	10 years	10 years	10 years	10 years
Per-unit fair value of options granted	$ 7.48	$ 6.28	$ 6.07	$ 7.03

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Earnings (Loss) Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Earnings (Loss) Per Share

17. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed utilizing the two-class method, and is calculated based on weighted-average number of ordinary shares outstanding during the periods presented. Diluted earnings (loss) per share is computed using the weighted-average number of ordinary and ordinary equivalent shares outstanding during the periods utilizing the two-class method for nonvested restricted shares, warrants and options.

Certain unvested awards issued under the Tronox Limited Management Equity Incentive Plan and the T-Bucks Employee Participation Plan contain non-forfeitable rights to dividends declared on Class A Shares. Any unvested shares that participate in dividends are considered participating securities and are included in the Company’s computation of basic and diluted earnings per share using the two-class method, unless the effect of including such shares would be antidilutive. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of ordinary shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.

The following table sets forth the number of shares utilized in the computation of basic and diluted earnings (loss) per share for the periods indicated. The weighted average shares outstanding, potentially dilutive shares, earnings per share and anti-dilutive shares have been restated to affect the 5-for-1 share split.

	Three Months Ended March 31,
	2013			2012
Numerator—Basic and Diluted:
Net Income (Loss)	$	(45	)	$	86
Less: Income attributable to noncontrolling interest		(12	)		—
Undistributed earnings (loss)		(57	)		86
Percentage allocated to ordinary shares		100	%		100	%
Undistributed earnings (loss) allocated to ordinary shares		(57	)		86
Earnings (loss) available to ordinary shares	$	(57	)	$	86
Denominator—Basic:
Weighted-average ordinary shares (in thousands)		113,317			75,390
Add: Effect of Dilutive Securities:
Restricted stock		—			245
Warrants		—			2,935
Options		—			95
Denominator—Dilutive		113,317			78,665
Earnings per Share(1):
Basic earnings (loss) per Share	$	(0.50	)	$	1.14
Diluted earnings (loss) per Share	$	(0.50	)	$	1.10

(1) The basic and diluted earnings (loss) per share amounts were computed from exact, not rounded, income and share information.

In computing diluted earnings (loss) per share under the two-class method, the Company considered potentially dilutive shares. For the three months ended March 31, 2013, 2,027,304 options with an average exercise price of $20.56 were not recognized in the diluted earnings per share calculation as they were antidilutive.

18. Earnings Per Share

Basic earnings per share is computed utilizing the two-class method, and is calculated based on weighted-average number of ordinary shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted-average number of ordinary and ordinary equivalent shares outstanding during the periods utilizing the two-class method for nonvested restricted shares, warrants and options.

Certain unvested awards issued under the Tronox Limited Management Equity Incentive Plan and the T-Bucks Employee Participation Plan, as further discussed in Note 19, contain non-forfeitable rights to dividends declared on Class A Shares. Any unvested shares that participate in dividends are considered participating securities, and are included in the Company’s computation of basic and diluted earnings per share using the two-class method, unless the effect of including such shares would be antidilutive. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of ordinary shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.

The following table sets forth the number of shares utilized in the computation of basic and diluted earnings per share from continuing operations for the periods indicated. The weighted average shares outstanding, potentially dilutive shares, earnings per share and anti-dilutive shares of the Successor have been restated to affect the 5-for-1 share split discussed in Note 15.

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010
Numerator—Basic and Diluted:
Income from Continuing Operations	$	1,133		$	242		$	631		$	5
Add: Loss attributable to noncontrolling interest		1			—			—			—
Less: Dividends paid		(61	)		—			—			—
Undistributed earnings		1,073			242			631			5
Percentage allocated to ordinary shares		99.26	%		100	%		100	%		100	%
Undistributed earnings allocated to ordinary shares		1,065			242			631			5
Add: Dividends paid allocated to ordinary shares		60			—			—			—
Earnings available to ordinary shares	$	1,125		$	242		$	631		$	5
Denominator—Basic:
Weighted-average ordinary shares (in thousands)		98,985			74,905			41,311			41,232
Add: Effect of Dilutive Securities:
Restricted stock		49			275			88			151
Warrants		2,372			2,895			—			—
Options		—			20			—			—
Denominator—Dilutive		101,406			78,095			41,399			41,383
Earnings per Share:
Basic earnings per Share(1)	$	11.37		$	3.22		$	15.28		$	0.11
Diluted earnings per Share(1)	$	11.10		$	3.10		$	15.25		$	0.11

(1) The basic and diluted earnings per share amounts were computed from exact, not rounded, income and share information.

In computing diluted earnings per share under the two-class method, the Company considered potentially dilutive shares. For the year ended December 31, 2012, 528,759 options with an average exercise price of $25.16 were not recognized in the diluted earnings per share calculation as they were antidilutive. For the one month ended January 31, 2011, 1,152,408 options with an average exercise price of $9.54 were anti-dilutive because they were not “in the money.”

During 2012, the Company created the T-Bucks Employee Purchase Plan for the benefit of certain employees at Tronox subsidiaries in South Africa. Shares held by the Trust are not considered outstanding for purposes of computing earnings per share. See Note 19 for additional information on the T-Bucks Employee Purchase Plan.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2013 Class A common stock	Dec. 31, 2012 Class A common stock	Mar. 31, 2013 Class B common stock	Dec. 31, 2012 Class B common stock	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor Class A common stock	Dec. 31, 2012 Successor Class B common stock
Net of allowance for doubtful accounts receivable					$ 1
Common stock, par value	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized					100,000,000
Common stock, shares issued	64,262,967	63,413,288	51,154,280	51,154,280	77,034,015	63,413,288	51,154,280
Common stock, shares outstanding	62,210,323	62,103,989	51,154,280	51,154,280	75,383,455	62,103,989	51,154,280
Treasury stock, shares issued					472,565

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Condensed Consolidated Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Jan. 31, 2011 Successor	Dec. 31, 2010 Successor	Mar. 31, 2013 Eliminations	Dec. 31, 2012 Eliminations	Mar. 31, 2012 Eliminations	Dec. 31, 2011 Eliminations	Dec. 31, 2012 Eliminations Successor	Dec. 31, 2011 Eliminations Successor	Jan. 31, 2011 Eliminations Successor	Mar. 31, 2013 Parent	Dec. 31, 2012 Parent	Mar. 31, 2012 Parent	Dec. 31, 2011 Parent	Dec. 31, 2012 Parent Successor	Dec. 31, 2011 Parent Successor	Jan. 31, 2011 Parent Successor	Mar. 31, 2013 Guarantor Subsidiaries	Dec. 31, 2012 Guarantor Subsidiaries	Mar. 31, 2012 Guarantor Subsidiaries	Dec. 31, 2011 Guarantor Subsidiaries	Dec. 31, 2012 Guarantor Subsidiaries Successor	Dec. 31, 2011 Guarantor Subsidiaries Successor	Jan. 31, 2011 Guarantor Subsidiaries Successor	Mar. 31, 2013 Non-Guarantor Subsidiaries	Dec. 31, 2012 Non-Guarantor Subsidiaries	Mar. 31, 2012 Non-Guarantor Subsidiaries	Dec. 31, 2011 Non-Guarantor Subsidiaries	Dec. 31, 2012 Non-Guarantor Subsidiaries Successor	Dec. 31, 2011 Non-Guarantor Subsidiaries Successor	Jan. 31, 2011 Non-Guarantor Subsidiaries Successor
Parent Company Only Financial Information [Line Items]
Cash and cash equivalents	$ 1,375	$ 716	$ 223	$ 154	$ 716	$ 154	$ 61									$ 1,190	$ 533			$ 533			$ 125	$ 82	$ 159	$ 104	$ 82	$ 104	$ 52	$ 60	$ 101	$ 64	$ 50	$ 101	$ 50	$ 9
Investment in subsidiaries									(1,445)				(1,595)	(1,027)		(772)				(622)			1,760				1,760	570		457				457	457
Other current assets	1,335				1,457	615			(9,033)				(8,300)	(629)		6,146				6,047			2,081				2,181	918		2,141				1,529	326
Property, plant and equipment, net	1,360	1,423			1,423	504																	737				747	450		623				676	54
Mineral leaseholds, net	1,377	1,439			1,439	38																	778				796	38		599				643
Other assets	568				476	346										(3)				(3)			387				401	336		184				78	10
Total Assets	6,015	5,511			5,511	1,657			(10,478)				(9,895)	(1,656)		6,561				5,955			5,868				5,967	2,416		4,064				3,484	897
Current liabilities	380	467			467	281			(1,155)				(539)	(47)		1,236				560			113				133	267		186				313	61
Long-term debt	2,396	1,605			1,605	421																	902				902	421		1,494				703
Other long-term liabilities	543				557	203			(7,803)				(7,709)	(574)		893				882			745				6,978	211		408				406	566
Total Liabilities	3,319	2,629			2,629	905			(8,958)				(8,248)	(621)		2,129				1,442			8,060				8,013	899		2,088				1,422	627
Total Equity	2,696	2,882			2,882	752		564	(1,520)				(1,647)			4,432				4,513	752		(2,192)				(2,046)			1,976				2,062
Total Shareholders' Equity	2,479	2,649			2,649	752								(1,035)														1,517							270
Total Liabilities and Equity	$ 6,015	$ 5,511			$ 5,511	$ 1,657			$ (10,478)				$ (9,895)	$ (1,656)		$ 6,561				$ 5,955			$ 5,868				$ 5,967	$ 2,416		$ 4,064				$ 3,484	$ 897

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Millions, unless otherwise specified	Total	Parent	Capital in Excess of par Value	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Total Stockholders' Equity	Non-controlling Interest	Successor	Successor Parent	Successor Tronox Incorporated	Successor Capital in Excess of par Value	Successor Capital in Excess of par Value Parent	Successor Capital in Excess of par Value Tronox Incorporated	Successor Retained Earnings	Successor Retained Earnings Parent	Successor Accumulated Other Comprehensive Income (Loss)	Successor Accumulated Other Comprehensive Income (Loss) Parent	Successor Treasury Stock	Successor Treasury Stock Parent	Successor Treasury Stock Tronox Incorporated	Successor Total Stockholders' Equity	Successor Total Stockholders' Equity Parent	Successor Total Stockholders' Equity Tronox Incorporated	Successor Non-controlling Interest	Successor Non-controlling Interest Parent	Predecessor	Predecessor Parent	Predecessor Capital in Excess of par Value	Predecessor Retained Earnings	Predecessor Accumulated Other Comprehensive Income (Loss)	Predecessor Treasury Stock	Class A common stock	Class A common stock Successor	Class A common stock Successor Parent	Class B common stock	Common Stock [Member]
Beginning Balance at Dec. 31, 2009																											$ (613)		$ 496	$ (1,134)	$ 32	$ (7)
Net income																											6			6
Net income																											6
Fresh-start reporting adjustments:
Other comprehensive income																											(23)				(23)
Ending Balance at Dec. 31, 2010																											(630)			(1,128)	9
Net income																											631
Net income	631																										631
Fresh-start reporting adjustments:
Other comprehensive income
Ending Balance at Jan. 31, 2011
Beginning Balance at Dec. 31, 2010									564			564															(630)		496	(1,128)	9	(7)
Net income																											631			631
Net income									242						242
Fresh-start reporting adjustments:
Elimination of predecessor shares, capital in excess of par value, and accumulated deficit																											(1)		(496)	497	(9)	7
Issuance of new shares																											564		564
Other comprehensive income									(57)								(57)
Shares withheld for claims									(7)										(7)
Warrants exercised									1			1
Issuance of Tronox Limited shares																											564		564
Share-based compensation									9			14							(5)
Ending Balance at Dec. 31, 2011									752			579			242		(57)		(12)	(12)							564		564
Beginning Balance at Jan. 31, 2011
Net income									242
Net income									242
Fresh-start reporting adjustments:
Other comprehensive income									(57)
Ending Balance at Dec. 31, 2011			579	242	(57)	(12)	752		752	752										(12)
Net income	86
Net income	86			86			86
Fresh-start reporting adjustments:
Other comprehensive income	7				7		7
Share-based compensation			4			(1)	3
Warrants exercised
Ending Balance at Mar. 31, 2012			583	328	(50)	(13)	848
Beginning Balance at Dec. 31, 2011			579	242			752		752	752			579			242		(57)		(12)			752
Net income									1,133	(45)
Net income	1,133			1,134			1,134	(1)	1,134	(45)
Fair value of noncontrolling interest on Transaction Date										233																233
Fresh-start reporting adjustments:
Issuance of new shares										1,370			1,370										1,370
Shares purchased for the Employee Participation Plan	(15)		(15)				(15)
Other comprehensive income									(38)	(37)								(38)					(38)			1
Merger consideration paid										(193)			(193)										(193)
Issuance of Tronox Limited shares										1,370			1,370										1,370
Share-based compensation										5	20		5	27							(7)		5	20
Issuance of Tronox Limited shares in share-split																(1)																			1
Tronox Incorporated common shares vested/cancelled														(19)							19
Warrants exercised	1		1				1
Class A and Class B dividend declared									(60)	(61)						(61)							(61)
Tronox Limited Class A shares repurchased										(326)			(326)										(326)
Ending Balance at Dec. 31, 2012	2,882		1,429	1,314	(95)		2,649	233	2,882	4,513		1,429			1,314		(95)					2,649			233								1	1
Net income	(45)	(57)		(57)			(57)	12
Net income	(57)	(57)
Fresh-start reporting adjustments:
Other comprehensive income	(118)				(90)		(90)	(28)
Share-based compensation	5		5				5
Warrants exercised	1		1				1
Class A and Class B dividend declared	(29)			(29)			(29)
Ending Balance at Mar. 31, 2013	$ 2,696	$ 4,432	$ 1,435	$ 1,228	$ (185)		$ 2,479	$ 217																									$ 1

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Debt - Leverage Ratio (Detail) (Term Facility)	12 Months Ended
	Dec. 31, 2012
Term Facility
Long Term Debt Percentage Interest Rate Type [Line Items]
December 31, 2012 through December 31, 2015	3
March 31, 2016 and thereafter	2.251

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Recent Accounting Pronouncements

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Recent Accounting Pronouncements

3. Recent Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2013-5, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-5”), which addresses the treatment of the cumulative translation adjustment into net income when a parent either sells its investment in a foreign entity or no longer holds controlling financial interest in a subsidiary or group of assets within a foreign entity. ASU 2013-5 is effective prospectively for periods beginning after December 15, 2013; however early adoption is permitted. The Company has not yet determined the impact, if any, that ASU 2013-5 will have on the consolidated financial statements.

During 2013, the Company adopted ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires the presentation of the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, if the item is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The adoption of this guidance did not have a significant impact on the consolidated financial statements.

4. Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (the “FASB”) issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires the presentation of the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, if the item is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years beginning after December 15, 2012. The adoption of this guidance is not expected to have a significant impact on the consolidated financial statements.

On January 1, 2012, the Company adopted the required guidance under ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which changed the presentation requirements of comprehensive income by increasing the prominence of items reported in other comprehensive income. The adoption of this guidance did not have a material impact on Tronox Incorporated’s consolidated financial statements. During 2011, the FASB issued ASU 2011-12, which deferred certain requirements of ASU 2011-05. The Company has not adopted such deferred requirements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”), which changes certain fair value measurement and disclosure requirements, clarifies the application of existing fair value measurement and disclosure requirements and provides consistency to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the consolidated financial statements.

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Debt - Short-term Debt (Parenthetical) (Detail)	Dec. 31, 2012 UBS Revolver	Mar. 31, 2013 ABSA Revolver	Dec. 31, 2012 ABSA Revolver	Dec. 31, 2012 Wells Revolver	Dec. 31, 2011 Wells Revolver
Standby Letters of Credit [Line Items]
Average effective interest	3.90%	8.43%	8.50%	5.25%	4.70%

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Pension and Other Postretirement Healthcare Benefits - Summary of Expected Benefit Payments (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2013	$ 29
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2014	28
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2015	27
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2016	27
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2017	27
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2018 through 2022	$ 131

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The Company

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

The Company

1. The Company

Tronox Limited, a public limited company registered under the laws of the State of Western Australia, Australia, and its subsidiaries (collectively referred to as “Tronox” or “the Company”) is a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). The Company’s world-class, high performance TiO₂ products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. The Company’s mineral sands business consists primarily of two product streams—titanium feedstock and zircon. Titanium feedstock is primarily used to manufacture TiO_2. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV screen glass and a range of other industrial and chemical products. Tronox has global operations in North America, Europe, South Africa and Australia. The Company operates three TiO₂ facilities at the following locations: Hamilton, Mississippi, Botlek, the Netherlands, and Kwinana, Western Australia, representing approximately 465,000 tonnes of annual TiO₂ production capacity. Additionally, Tronox operates three separate mining operations: KwaZulu-Natal (“KZN”) Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo located in Western Australia, which have a combined annual production capacity of approximately 753,000 tonnes of titanium feedstock and approximately 265,000 tonnes of zircon.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (defined below). Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. On September 25, 2011, Tronox Incorporated, a Delaware corporation formed on May 17, 2005 (“Tronox Incorporated”), in preparation for the contribution and transfer by Kerr-McGee Corporation of certain entities, including those comprising substantially all its chemical business, entered into a definitive agreement (as amended, the “Transaction Agreement”) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of its South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture (together the “mineral sands business”) (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

On May 4, 2012, Tronox Limited registered Class A ordinary shares (“Class A Shares”) to be issued to shareholders of Tronox Incorporated in connection with the completion of the Transaction. On the Transaction Date, Tronox Limited issued 9,950,856 Class B ordinary shares (“Class B Shares”) to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Under the terms of the Transaction Agreement, Exxaro agreed that for a three-year period after the completion of the Transaction, it would not engage in any transaction or other action, that would result in its beneficial ownership of the voting shares of Tronox Limited to exceed 45% of the total issued shares of Tronox Limited. At March 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited.

1. The Company

Tronox Limited, a public limited company registered under the laws of the State of Western Australia, Australia, and its subsidiaries (collectively referred to as “Tronox” or “the Company”) is a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). The Company’s world-class, high performance TiO₂ products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. The Company’s mineral sands business consists primarily of two product streams—titanium feedstock and zircon. Titanium feedstock is primarily used to manufacture TiO_2. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV glass and a range of other industrial and chemical products. Tronox has global operations in North America, Europe, South Africa and Australia. The Company operates three TiO₂ facilities at the following locations: Hamilton, Mississippi, Botlek, The Netherlands, and Kwinana, Western Australia, representing approximately 465,000 tonnes of annual TiO₂ production capacity. Additionally, Tronox operates three separate mining operations: KwaZulu-Natal (“KZN”) Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo located in Western Australia, which have a combined annual production capacity of approximately 723,000 tonnes of titanium feedstock and approximately 265,000 tonnes of zircon.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (defined below). Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. On September 25, 2011, Tronox Incorporated, a Delaware corporation formed on May 17, 2005(“Tronox Incorporated”), in preparation for the contribution and transfer by Kerr-McGee Corporation (“Kerr-McGee” or “KM”) of certain entities, including those comprising substantially all of its chemical business, entered into a definitive agreement (as amended, the “Transaction Agreement”) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of its South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture (together the “mineral sands business”) (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

On May 4, 2012, Tronox Limited registered Class A ordinary shares (“Class A Shares”) to be issued to shareholders of Tronox Incorporated in connection with the completion of the Transaction. On the Transaction Date, Tronox Limited issued 15,413,083 Class A Shares to shareholders in Tronox Incorporated. In addition, on the Transaction Date, Tronox Limited issued 9,950,856 Class B ordinary shares (“Class B Shares”) to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Immediately following the Transaction, Tronox Incorporated shareholders and Exxaro held approximately 60.8% and 39.2%, respectively, of the voting securities of Tronox Limited. Under the terms of the Transaction Agreement, Exxaro agreed that for a three-year period after the completion of the Transaction, it would not engage in any transaction or other action, that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited.

On June 26, 2012, the Board of Directors of Tronox Limited (the “Board”) approved a 5-to-1 share split for holders of its Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to the number of shares and per share data in the consolidated financial statements and notes thereto have been adjusted to reflect the share split, unless otherwise noted or as the context otherwise acquires. See Note 15 for additional information regarding the Company’s share split.

During 2012, the Company repurchased 12,626,400 Class A Shares, which was approximately 10% of the total voting securities. During October 2012, Exxaro purchased 1,400,000 Class A Shares in market purchases. At December 31, 2012, Exxaro held approximately 44.6% of the voting securities of Tronox Limited.

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Mineral Leaseholds, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Summary of Mineral Leaseholds

Mineral leaseholds, net of accumulated depletion, consisted of the following:

	March 31, 2013			December 31, 2012
Mineral leaseholds	$	1,462		$	1,502
Less accumulated depletion		(85	)		(63	)
Net	$	1,377		$	1,439

	Successor
	December 31, 2012			December 31, 2011
Mineral leaseholds	$	1,502		$	42
Less accumulated depletion		(63	)		(4	)
Net	$	1,439		$	38

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Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Related Party Transactions

20. Related Party Transactions

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire the mineral sands business. At March 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited. During the three months ended March 31, 2013, the Company purchased transition services from Exxaro, which amounted to $1 million. At March 31, 2013, the Company had a receivable from Exxaro of $1 million related to payments made by Tronox on Exxaro’s behalf.

Prior to the Transaction Date, Tronox Incorporated conducted transactions with Exxaro Australia Sands Pty Ltd, Tronox Incorporated’s 50% partner in the Tiwest Joint Venture. Tronox Incorporated purchased, at open market prices, raw materials used in its production of TiO₂, as well as Exxaro Australia Sands Pty Ltd’s share of TiO₂ produced by the Tiwest Joint Venture. Tronox Incorporated also provided administrative services and product research and development activities, which were reimbursed by Exxaro. For the three months ended March 31, 2012, the Company made payments of $83 million and received payments of $7 million related to these transactions.

22. Related Party Transactions

Prior to the Transaction Date, Tronox Incorporated conducted transactions with Exxaro Australia Sands Pty Ltd, Tronox Incorporated’s 50% partner in the Tiwest Joint Venture. Tronox Incorporated purchased, at open market prices, raw materials used in its production of TiO₂, as well as Exxaro Australia Sands Pty Ltd’s share of TiO₂ produced by the Tiwest Joint Venture. Tronox Incorporated also provided administrative services and product research and development activities, which were reimbursed by Exxaro. For the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, Tronox Incorporated made payments of $173 million, $316 million, $44 million and $109 million, respectively, and received payments of $9 million, $8 million, less than $1 million and $2 million, respectively. Subsequent to the Transaction Date, such transactions are considered intercompany transactions and are eliminated in consolidation.

Subsequent to the Transaction, the Company began purchasing transition services from Exxaro, which amounted to $7 million since the Transaction Date.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Significant Accounting Policies

3. Significant Accounting Policies

Foreign Currency

The U.S. dollar is the functional currency for the Company’s operations, except for its South African and European operations. The Company determines the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Foreign currency transaction gains or losses are recognized in the period incurred and are included in “Other income (expense)” on the Consolidated Statements of Operations.

The Rand is the functional currency of the Company’s South African operations, and the Euro is the functional currency for the Company’s European operations. As such, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reflected as a separate component on the Consolidated Statements of Other Comprehensive Income (Loss). When the subsidiary’s functional currency is the U.S. dollar, such as the Company’s Australian operations, adjustments from the remeasurement of foreign currency monetary assets and liabilities are presented in “Other income (expense)” on the Consolidated Statements of Operations.

Gains and losses on intercompany foreign currency transactions that are not expected to be settled in the foreseeable future are reported by the Company in the same manner as translation adjustments.

For the year ended December 31, 2012, eleven months ended December 31, 2011 and year ended December 31, 2010, the Company recorded net unrealized and realized foreign currency losses of $8 million, $8 million and $13 million, respectively. For the one month ended January 31, 2011, the Company recorded a net unrealized and realized foreign currency gain of $2 million.

Cash and Cash Equivalents

The Company considers all investments with original maturities of three months or less to be cash equivalents. At December 31, 2012 and 2011, total cash and cash equivalents was $716 million and $154 million, respectively, of which $50 million and $62 million, respectively, was held within the United States.

Accounts Receivable

Accounts receivable are reflected at their net realizable values, reduced by an allowance for doubtful accounts to allow for expected credit losses. The allowance is estimated by management, based on factors such as age of the related receivables and historical experience, giving consideration to customer profiles. The Company generally does not charge interest on accounts receivable, nor require collateral; however, certain operating agreements have provisions for interest and penalties that may be invoked, if deemed necessary. Accounts receivable are aged in accordance with contract terms and are written off when deemed uncollectible.

See Note 6 for additional information regarding accounts receivable.

Inventories

Inventories are stated at the lower of actual cost or market, net of allowances for obsolete and slow-moving inventory. The cost of finished goods inventories is determined using the first-in, first-out method. Carrying values include material costs, labor and associated indirect manufacturing expenses. Costs for materials and supplies, excluding ore, are determined by average cost to acquire. Raw materials are carried at actual cost.

The Company periodically reviews its inventory for obsolescence or inventory that is no longer marketable for its intended use, and records any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors.

See Note 7 for additional information regarding inventories.

Property, Plant and Equipment, Net

Property, plant and equipment, net is stated at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred, except that costs of replacements or renewals that improve or extend the lives of existing properties are capitalized.

Depreciation—Property, plant and equipment is depreciated over its estimated useful life by the straight-line method. Useful lives for certain property, plant and equipment are as follows:

Buildings	10—40 years
Land improvements	10—20 years
Machinery and equipment	3— 25 years
Furniture and fixtures	10 years

Retirements and Sales—The cost and related accumulated depreciation and amortization are removed from the respective accounts upon retirement or sale of property, plant and equipment. Any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” on the Consolidated Statements of Operations.

Interest Capitalized—The Company capitalizes interest costs on major projects that require an extended period of time to complete. See Note 12 for additional information regarding capitalized interest.

See Note 8 for additional information regarding property, plant and equipment.

Mineral Leaseholds, Net

The Company is engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with ASC 805, Business Combinations (“ASC 805”) as tangible assets when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depreciated over their useful lives as determined under the units of production method.

Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized.

See Note 9 for additional information regarding mineral leaseholds.

Intangible Assets, Net

Intangible assets are stated at cost less accumulated amortization. The Company amortizes intangibles on a straight-line basis over their estimated useful lives, which range from 5 to 20 years.

See Note 10 for further information related to the Company’s intangible assets.

Recoverability of Long-Lived Assets

The Company evaluates the recoverability of the carrying value of long-lived assets (property, plant and equipment, mineral leaseholds and intangible assets) whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, the Company assesses whether the projected undiscounted cash flows of its long-lived assets are sufficient to recover the existing unamortized cost of its long-lived assets. If the undiscounted projected cash flows are not sufficient, the Company calculates the impairment amount by discounting the projected cash flows using its weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate. The Company’s consolidated financial statements classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations.

See Note 13 for additional information regarding asset retirement obligations.

Environmental Remediation and Other Contingencies

In accordance with ASC 450 Contingencies (“ASC 450”) and ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”), the Company recognizes a loss and records an undiscounted liability when litigation has commenced or a claim or assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be reasonably estimated. Estimates of environmental liabilities, which include the cost of investigation and remediation, are based on a variety of factors, including, but not limited to, the stage of investigation, the stage of the remedial design, evaluation of existing remediation technologies, presently enacted laws and regulations as well as prior experience in remediation of contaminated sites. In future periods, a number of factors could change the Company’s estimate of environmental remediation costs, such as changes in laws and regulations, or changes in their interpretation or administration or relevant cleanup levels; revisions to the remedial design; unanticipated construction problems; identification of additional areas or volumes of contaminated soils and groundwater; the availability of information to estimate probable but previously inestimable obligations; and changes in costs of labor, equipment and technology.

To the extent costs of investigation and remediation have been incurred and are recoverable from federal, state, or other governmental agencies and have been incurred or are recoverable under certain insurance policies or from other parties and such recoveries are deemed probable, the Company records a receivable for the estimated amounts recoverable (undiscounted). Receivables are reflected on the Consolidated Balance Sheets in either “Accounts receivable” or as a component of “Other Long-Term Assets,” depending on the estimated timing of collection.

Self Insurance

The Company is self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. The Company does not accrue for general or unspecific business risks.

Revenue Recognition

Revenue is recognized when risk of loss and title to the product is transferred to the customer. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as net sales.

Cost of Goods Sold

Cost of goods sold includes the costs of purchasing, manufacturing and distributing products, including raw materials, energy, labor, depreciation and other production costs. Costs incurred by the Company for shipping and handling are reported in “Cost of goods sold” on the Consolidated Statements of Operations. Receiving, distribution, freight and warehousing costs are also included in “Cost of goods sold” on the Consolidated Statements of Operations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, sales, agent commissions, research and development, legal and administrative functions such as human resources, information technology, investor relations, accounting, treasury, and tax compliance. Costs include expenses for salaries and benefits, travel and entertainment, promotional materials and professional fees.

Research and Development

Research and development costs were $9 million, $9 million, less than $1 million and $6 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively, and were expensed as incurred.

Pension and Postretirement Benefits

The Company provides pension and postretirement benefits for qualifying employees worldwide, which are accounted for in accordance with ASC 715, Compensation—Retirement Benefits (“ASC 715”). See Note 20 for additional information regarding pension and postretirement benefits.

Share-based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation-Share-Based Compensation (“ASC 718”).

Liability Restricted Share Awards—Certain restricted share awards have been classified as liability awards and were re-measured to fair value at each reporting date. The restricted share awards classified as liabilities contained only a service condition and had graded vesting provisions.

Equity Restricted Share Awards—The fair value of equity instruments is measured based on the average share price on the grant date and is recognized over the vesting period. The restricted share awards contain service, market and/or performance conditions. For awards containing only a service condition, the Company has elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the lattice model. For awards containing a performance condition, the fair value of the award is equal to the average share price but compensation expense is not recognized until the Company concludes that it is probable that the performance condition will be met. The Company reassesses the probability each quarter.

Options—The Black-Scholes option pricing model is utilized to measure the fair value of options. Options generally contain only service conditions and have graded vesting provisions. The Company has elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award.

See Note 19 for additional information regarding employee share-based compensation.

Income Taxes

The Company accounts for taxes in accordance with ASC 740, Income Taxes (“ASC 740”). The Company has operations in several countries around the world and is subject to income and similar taxes in these countries. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions. Although the Company believes its tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets and reflects any changes in its estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. ASC 740 requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. The Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, the Company records the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If the Company does not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

See Note 17 for additional information regarding income taxes.

Fair value measurement

The Company accounts for its financial assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”). In measuring fair value on a recurring basis, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and considers counterparty credit risk in its assessment of fair value.

The fair value hierarchy specified by ASC 820 is as follows:

• Level 1—Quoted prices in active markets for identical assets and liabilities.

• Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

The carrying amounts for cash and cash equivalents, accounts receivable, other current assets, accounts payable, short-term debt and other current liabilities approximate their fair value because of the short-term nature of these instruments. See Note 12 for information on the fair value of the Company’s long-term debt.

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Accrued Liabilities - Accrued Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor
Unfavorable sales contracts	$ 59	$ 64	$ 64
Taxes other than income taxes	50	58	58	5
Employee-related costs and benefits	42	45	45	27
Interest	8	22	22	1
Sales rebates	13	13	13	8
Other	6	7	7	5
Total	$ 178	$ 209	$ 209	$ 46

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Segment Information - Segment Reporting Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	2 Months Ended	3 Months Ended								12 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2011	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Dec. 31, 2012	Dec. 31, 2010	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor	Mar. 31, 2013 Minerals Sands	Mar. 31, 2012 Minerals Sands	Dec. 31, 2011 Minerals Sands Successor	Dec. 31, 2012 Minerals Sands Successor	Jan. 31, 2011 Minerals Sands Predecessor	Dec. 31, 2010 Minerals Sands Predecessor	Mar. 31, 2013 Pigment	Mar. 31, 2012 Pigment	Dec. 31, 2011 Pigment Successor	Dec. 31, 2012 Pigment Successor	Jan. 31, 2011 Pigment Predecessor	Dec. 31, 2010 Pigment Predecessor	Mar. 31, 2013 Corporate And Other [Member]	Mar. 31, 2012 Corporate And Other [Member]	Dec. 31, 2011 Corporate And Other [Member] Successor	Dec. 31, 2012 Corporate And Other [Member] Successor	Jan. 31, 2011 Corporate And Other [Member] Predecessor	Dec. 31, 2010 Corporate And Other [Member] Predecessor	Mar. 31, 2013 Eliminations [Member]	Mar. 31, 2012 Eliminations [Member]	Dec. 31, 2011 Eliminations [Member] Successor	Dec. 31, 2012 Eliminations [Member] Successor	Jan. 31, 2011 Eliminations [Member] Predecessor	Dec. 31, 2010 Eliminations [Member] Predecessor
Segment Reporting Information [Line Items]
Net Sales	$ 108	$ 267	$ 470	$ 482	$ 487	$ 429	$ 434	$ 383	$ 465	$ 428			$ 1,543	$ 1,832	$ 108	$ 1,218	$ 298	$ 83	$ 160	$ 760	$ 8	$ 109	$ 288	$ 362	$ 1,327	$ 1,246	$ 89	$ 1,005	$ 27	$ 31	$ 133	$ 128	$ 14	$ 153	$ (143)	$ (42)	$ (77)	$ (302)	$ (3)	$ (49)
Income (Loss) from Operations			(19)				113						302	25	20	210	96	51	42	156	2	7	(68)	109	323	57	20	163	(24)	(28)	(54)	(139)	(1)	40	(23)	(19)	(9)	(49)	(1)
Interest and debt expense			(27)				(8)						(30)	(65)	(3)	(50)
Loss on extinguishment of debt			(4)
Other expense			6				(1)						(10)	(7)	2	(8)
Gain on bargain purchase						1,061					185			1,055
Reorganization income (expense)	613											613			613	(145)
Income (Loss) from Continuing Operations before Income Taxes			(44)				104						262	1,008	632	7
Total Assets			6,015	5,511							5,511		1,657	5,511	1,448	1,098			228	3,164	221	152			1,217	1,680	987	564			224	725	241	382			(12)	(58)	(1)
Depreciation, Depletion and Amortization			73				22						79	211	4	50	49	4		125			21	15	67	71	3	40	3	3	12	15	1	10
Capital Expenditures			$ 45				$ 21						$ 133	$ 166	$ 6	$ 45	$ 31			$ 96			$ 13	$ 12	$ 117	$ 39	$ 4	$ 37	$ 1	$ 9	$ 16	$ 31	$ 1	$ 8					$ 1

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Income Taxes - Provision for Income Tax (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended	11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor
Income Tax Expense Benefit [Line Items]
Current, Australian		$ (1)	$ (28)		$ (6)
Deferred, Australian		(4)	124	(1)	5
Current, U.S. Federal & State	51		(9)
Deferred, U.S. Federal & State
Current, Other		(14)			(1)
Deferred, Other		(1)	38
Total benefit/(provision) from continuing operations		$ (20)	$ 125	$ (1)	$ (2)

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Acquisition of the Mineral Sands Business (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Calculation of Amount of Net Sales and Earnings from Acquisition of Mineral Sands Business

The following table includes net sales and income from operations on a segment basis attributable to the acquired mineral sands business for the three months ended March 31, 2013. The results of the acquired mineral sands business are included in both the mineral sands segment and the pigment segment.

	Mineral Sands		Pigment			Eliminations			Total
Net Sales	$	241	$	—		$	(107	)	$	134
Income (Loss) from Operations	$	74	$	(17	)	$	(18	)	$	39

The following table includes net sales and income from operations on a segment basis attributable to the acquired mineral sands business since June 15, 2012. The results of the acquired mineral sands business are included in both the mineral sands segment and the pigment segment.

	Mineral		Pigment			Eliminations			Total
Net Sales	$	489	$	64		$	(29	)	$	524
Income from Operations	$	8	$	(36	)	$	(2	)	$	(30	)

Supplemental Pro Forma Financial Information

In accordance with ASC 805, the supplemental pro forma results of operations for the three months ended March 31, 2012:

	2012
Net Sales	$	562
Income from Operations	$	200
Net Income	$	153
Net Income attributable to Tronox Limited Shareholders	$	143
Basic earnings per share attributable to Tronox Limited Shareholders	$	1.13
Diluted earnings per share attributable to Tronox Limited Shareholders	$	1.10

In accordance with ASC 805, the supplemental pro forma results of operations for the years ended December 31, 2012 and 2011, as if the mineral sands business had been acquired on January 1, 2011, are as follows:

	Years Ended December 31,
	2012		2011
Net Sales	$	2,120	$	2,302
Income from Operations	$	296	$	407
Net Income	$	239	$	2,105
Net Income attributable to Tronox Limited Shareholders	$	207	$	2,051
Basic earnings per share attributable to Tronox Limited Shareholders	$	1.70	$	16.29
Diluted earnings per share attributable to Tronox Limited Shareholders	$	1.67	$	15.91

Calculation of Total Purchase Price and Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed from Exxaro

	Valuation		Net Adjustments to Fair Value			As Adjusted
Consideration:
Number of Class B Shares(1)		9,950,856		—			9,950,856
Fair value of Class B Shares on the Transaction Date	$	137.70		—			137.70
Fair value of equity issued(2)	$	1,370		—			1,370
Cash paid		—		1			1
Noncontrolling interest(3)		291		(58	)		233
	$	1,661	$	(57	)	$	1,604
	Valuation		Net Adjustments to Fair Value			As Adjusted
Fair Value of Assets Acquired and Liabilities Assumed:
Current Assets:
Cash	$	115	$	—		$	115
Accounts receivable		199		(3	)		196
Inventories		622		(69	)		553
Prepaid and other assets		32		(12	)		20
Total Current Assets		968		(84	)		884
Property, plant and equipment, net(4)		1,012		(132	)		880
Mineral leaseholds, net(5)		1,299		158			1,457
Intangibles, net(4)		—		12			12
Deferred tax asset		26		4			30
Other long-term assets		19		—			19
Total Assets	$	3,324	$	(42	)	$	3,282
Current Liabilities:
Accounts payable		93		17			110
Accrued liabilities		25		—			25
Unfavorable contracts(6)		83		2			85
Short-term debt		76		(1	)		75
Current deferred tax liability		28		(14	)		14
Income taxes payable		2		—			2
Total Current Liabilities		307		4			311
Long-term debt		19		—			19
Deferred tax liability		212		(3	)		209
Asset retirement obligations		57		—			57
Other		7		20			27
Total Liabilities		602		21			623
Net Assets	$	2,722	$	(63	)	$	2,659
Gain on Bargain Purchase(7)	$	1,061	$	(6	)	$	1,055

(1) The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 share split as discussed in Note 15.

(2) The fair value of the Class B shares issued was determined based the closing market price of Tronox Incorporated’s common shares on June 14^, 2012, less a 15% discount for marketability due to a restriction that the shares cannot be sold for a period of at least three years following the Transaction Date.

(3) The fair value of the noncontrolling interest is based upon a structured arrangement with Tronox Limited, which allows the ownership interest to be exchanged for approximately 1.45 million additional Class B shares until the earlier of the 10 year anniversary of the Transaction Date or the date when the South African Department of Mineral Resources determines that ownership is no longer required under the BEE legislation.

(4) The fair value of property, plant and equipment and internal use software was determined using the cost approach, which estimates the replacement cost of each asset using current prices and labor costs, less estimates for physical, functional and technological obsolescence.

(5) The fair value of mineral rights was determined using the Discounted Cash Flow (“DCF” ) method, which was based upon the present value of the estimated future cash flows for the expected life of the asset taking into account the relative risk of achieving those cash flows and the time value of money. Discount rates of 17% for South Africa and 15.5% for Australia were used taking into account the risks associated with such assets, as well as the economic and political environment where each asset is located.

(6) The fair value of unfavorable contracts was determined by multiplying the committed tonnage in each contract by the difference between the committed price in the contract versus the estimated market price over the term of the contract.

(7) In accordance with ASC 805-10-25-14, the measurement period for the Transaction ends in June 2013.

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Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
2013	$ 21	$ 27
2014	27	27
2015	26	27
2016	25	25
2017	25	25
Thereafter	194	195
Total	$ 318	$ 326

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Pension and Other Postretirement Healthcare Benefits - Summary of Fair Value of Pension Investments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011 U.S. Level 3 Assets	Dec. 31, 2010 U.S. Level 3 Assets	Dec. 31, 2012 U.S. Pension	Dec. 31, 2011 U.S. Pension	Dec. 31, 2012 U.S. Pension Corporate	Dec. 31, 2011 U.S. Pension Corporate	Dec. 31, 2012 U.S. Pension Government	Dec. 31, 2011 U.S. Pension Government	Dec. 31, 2012 U.S. Pension Mortgages	Dec. 31, 2011 U.S. Pension Mortgages	Dec. 31, 2012 U.S. Pension International Commingled Fixed Income Funds	Dec. 31, 2011 U.S. Pension International Commingled Fixed Income Funds	Dec. 31, 2012 U.S. Pension Commingled Cash Equivalents Fund	Dec. 31, 2011 U.S. Pension Commingled Cash Equivalents Fund	Dec. 31, 2011 U.S. Pension U S Mutual Funds [Member]	Dec. 31, 2011 U.S. Pension Asset backed [Member]	Dec. 31, 2012 U.S. Pension Quoted Prices in Active Markets for Identical Assets (Level 1)	Dec. 31, 2011 U.S. Pension Quoted Prices in Active Markets for Identical Assets (Level 1)	Dec. 31, 2012 U.S. Pension Quoted Prices in Active Markets for Identical Assets (Level 1) Government	Dec. 31, 2011 U.S. Pension Quoted Prices in Active Markets for Identical Assets (Level 1) Government	Dec. 31, 2011 U.S. Pension Quoted Prices in Active Markets for Identical Assets (Level 1) U S Mutual Funds [Member]	Dec. 31, 2012 U.S. Pension Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 U.S. Pension Significant Other Observable Inputs (Level 2)	Dec. 31, 2012 U.S. Pension Significant Other Observable Inputs (Level 2) Corporate	Dec. 31, 2011 U.S. Pension Significant Other Observable Inputs (Level 2) Corporate	Dec. 31, 2012 U.S. Pension Significant Other Observable Inputs (Level 2) Government	Dec. 31, 2011 U.S. Pension Significant Other Observable Inputs (Level 2) Government	Dec. 31, 2012 U.S. Pension Significant Other Observable Inputs (Level 2) Mortgages	Dec. 31, 2011 U.S. Pension Significant Other Observable Inputs (Level 2) Mortgages	Dec. 31, 2012 U.S. Pension Significant Other Observable Inputs (Level 2) International Commingled Fixed Income Funds	Dec. 31, 2011 U.S. Pension Significant Other Observable Inputs (Level 2) International Commingled Fixed Income Funds	Dec. 31, 2012 U.S. Pension Significant Other Observable Inputs (Level 2) Commingled Cash Equivalents Fund	Dec. 31, 2011 U.S. Pension Significant Other Observable Inputs (Level 2) Commingled Cash Equivalents Fund	Dec. 31, 2011 U.S. Pension Significant Other Observable Inputs (Level 2) Asset backed [Member]	Dec. 31, 2012 U.S. Pension Commingled Equity Fund	Dec. 31, 2012 U.S. Pension Commingled Equity Fund Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 U.S. Pension Equity securities	Dec. 31, 2011 U.S. Pension Equity securities Quoted Prices in Active Markets for Identical Assets (Level 1)	Dec. 31, 2012 Netherlands Plan	Dec. 31, 2011 Netherlands Plan	Dec. 31, 2012 Netherlands Plan Quoted Prices in Active Markets for Identical Assets (Level 1)	Dec. 31, 2012 Netherlands Plan Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 Netherlands Plan Significant Other Observable Inputs (Level 2)	Dec. 31, 2012 Netherlands Plan U.S. Level 3 Assets	Dec. 31, 2012 Netherlands Plan Equity securities	Dec. 31, 2011 Netherlands Plan Equity securities	Dec. 31, 2012 Netherlands Plan Equity securities Quoted Prices in Active Markets for Identical Assets (Level 1)	Dec. 31, 2012 Netherlands Plan Equity securities Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 Netherlands Plan Equity securities Significant Other Observable Inputs (Level 2)	Dec. 31, 2012 Netherlands Plan Equity securities U.S. Level 3 Assets	Dec. 31, 2012 Netherlands Plan Debt securities	Dec. 31, 2011 Netherlands Plan Debt securities	Dec. 31, 2012 Netherlands Plan Debt securities Quoted Prices in Active Markets for Identical Assets (Level 1)	Dec. 31, 2012 Netherlands Plan Debt securities Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 Netherlands Plan Debt securities Significant Other Observable Inputs (Level 2)	Dec. 31, 2012 Netherlands Plan Debt securities U.S. Level 3 Assets	Dec. 31, 2012 Netherlands Plan Cash and cash equivalents	Dec. 31, 2012 Netherlands Plan Cash and cash equivalents Quoted Prices in Active Markets for Identical Assets (Level 1)	Dec. 31, 2012 Netherlands Plan Cash and cash equivalents Significant Other Observable Inputs (Level 2)	Dec. 31, 2012 Netherlands Plan Cash and cash equivalents U.S. Level 3 Assets	Dec. 31, 2011 Netherlands Plan Real estate	Dec. 31, 2011 Netherlands Plan Real estate Significant Other Observable Inputs (Level 2)
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Fair values of pension investments				$ 259	$ 8	$ 13	$ 12	$ 11	$ 16	$ 24	$ 137	$ 3	$ 3	$ 8	$ 52	$ 1		$ 209	$ 11	$ 10	$ 52		$ 50	$ 8	$ 13	$ 1	$ 1	$ 16	$ 24	$ 137	$ 3	$ 3	$ 8	$ 1	$ 110	$ 110	$ 147	$ 147
Fair Value measurement of Non-US Pooled Funds		$ 22	$ 286														$ 11					$ 275																	$ 112	$ 91		$ 112	$ 91		$ 46	$ 37		$ 46	$ 37		$ 60	$ 46		$ 60	$ 46		$ 6		$ 6		$ 8	$ 8

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Share-Based Compensation - Activity for Company's Options (Detail) (USD $)	3 Months Ended			12 Months Ended
	Mar. 31, 2013 Tronox Limited Management Equity Incentive Plan Stock Options	Mar. 31, 2013 Tronox Incorporated Management Equity Incentive Plan	Mar. 31, 2012 Tronox Incorporated Management Equity Incentive Plan	Dec. 31, 2012 Successor Tronox Limited Management Equity Incentive Plan Stock Options	Dec. 31, 2012 Successor Tronox Incorporated Management Equity Incentive Plan
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Intrinsic Value, Beginning Balance			$ 700,000		$ 700,000
Number of Options, Beginning Balance			345,000		345,000
Intrinsic value, Stock options converted in connection with the transaction intrinsic value
Intrinsic Value, Options issued			200,000
Intrinsic value, Options forfeited
Intrinsic Value, Options converted/transferred					700,000
Intrinsic value, Options vested
Intrinsic Value, Ending Balance	$ 1,113,652		$ 4,700,000
Intrinsic Value ,Outstanding awards expected to vest	1,065,208
Price, Beginning Balance	$ 25.16		$ 22.00		$ 22.00
Contractual Life Years, Beginning Balance	9 years 4 months 17 days		9 years 11 months 12 days		9 years 11 months 12 days
Price, Options converted to Tronox Limited in connection with the Transaction				$ 24.56
Contractual life years, options price converted in connection with the transaction				9 years 1 month 6 days
Price, Options issued	$ 19.10		$ 24.60	$ 23.83	$ 29.69
Contractual Life Years, Options issued	9 years 10 months 28 days		9 years 9 months 4 days	9 years 7 months 13 days	9 years 10 months 13 days
Price, Options forfeitures	$ 24.60			$ 22.55
Price, Options converted/transferred					$ 24.56
Contractual life years, options forfeited	0 years
Contractual Life Years, Options converted/transferred					9 years 7 months 2 days
Price, Options vested	$ 23.41			$ 22.25
Contractual life years, options vested	0 years
Contractual Life Years, Ending Balance			9 years 8 months 16 days
Contractual life years, ending balance	9 years 8 months 27 days			9 years 4 months 17 days
Price, Ending Balance	$ 20.56		$ 22.16	$ 25.16
Contractual life, Outstanding awards expected to vest	9 years 9 months			9 years 4 months 24 days
Price, Outstanding awards expected to vest	$ 20.55			$ 25.23
Number of options, beginning balance	528,759				1,177,995
Number of Options converted to Tronox Limited in connection with the Transaction		517,330		517,330
Number of Options issued	1,553,900		22,330	247,904	172,330
Number of Options forfeited	(3,723)			(159,880)
Number of Options, Options converted/transferred					(517,330)
Number of Options vested	(51,632)			(76,595)	(810,145)
Number of Options, Ending Balance	2,027,304		367,330	528,759
Number of Options, Outstanding awards expected to vest	1,923,034			491,416

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Cash Flows Statement Data (Tables)

12 Months Ended

Dec. 31, 2012

Other Noncash Items Included in Reconciliation of Net Income to Net Cash Flows from Operating Activities

Other noncash items included in the reconciliation of net income to net cash flows from operating activities include the following:

	Successor					Predecessor
	Year Ended December 31, 2012		Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011		Year Ended December 31, 2010
Accrued transfer taxes	$	37	$	—		$	—	$	—
Amortization of fair value inventory step-up		152		—			—		—
Other net adjustments		12		(7	)		—		5
Total	$	201	$	(7	)	$	—	$	5

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Share-based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Restricted Stock Share Activity with Employees

Restricted share activity with employees and directors was as follows:

	Number of Shares			Fair Value
Balance at December 31, 2011		1,177,995		$	21.48
Awards granted		50,415			24.03
Awards earned		(61,165	)		34.85
Balance at March 31, 2012		1,167,245		$	28.26

The following table summarizes restricted shares activity during the year ended December 31, 2012.

	Number of Shares			Fair Value(1)
Balance at December 31, 2011		1,177,995		$	22.01
Awards granted		52,915			24.36
Awards earned		(810,145	)		24.30
Awards converted to Tronox Limited restricted shares in connection with the Transaction		(420,765	)		16.99
Balance at December 31, 2012		—		$	—

(1) Represents the weighted-average grant-date fair value.

Activity for Company's Options

Options activity was as follows:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2012		528,759		$	25.16		9.38	$	—
Options issued		1,553,900			19.10		9.91		—
Options forfeited		(3,723	)		24.60		—		—
Options vested		(51,632	)		23.41		—		—
Outstanding at March 31, 2013		2,027,304		$	20.56		9.74	$	1,113,652
Outstanding awards expected to vest		1,923,034		$	20.55		9.75	$	1,065,208

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at March 31, 2013 and the options’ exercise price.

The following table presents a summary of activity for the Tronox Incorporated options for the year ended December 31, 2012:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		345,000		$	22.00		9.95	$	0.7
Options issued		172,330			29.69		9.87		—
Options converted to Tronox Limited in connection with the Transaction		(517,330	)		24.56		9.59		0.7
Outstanding at December 31, 2012		—		$	—		—	$	—

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at December 31, 2012 and the options’ exercise price.

Assumptions Used in Calculating Options Granted

The Company ran the Black-Scholes option-pricing model for the 1,545,662 options granted on February 25, 2013 and the 8,238 options granted on March 11, 2013 using the following assumptions:

	February 25, 2013			March 11, 2013
Risk-free interest rate		1.04	%		1.19	%
Expected dividend yield		5.24	%		4.65	%
Expected volatility		56	%		56	%
Expected term (years)		10			10
Per-unit fair value of options granted	$	6.28		$	7.48

	2012
Risk-free interest rate		1.02	%
Expected dividend yield		4.84	%
Expected volatility		56	%
Expected term (years)		10
Per-unit fair value of options granted	$	7.03

	2012
Risk-free interest rate		0.87	%
Expected dividend yield		5.34	%
Expected volatility		56	%
Expected term (years)		10
Per-unit fair value of options granted	$	6.07

Equity-Settled Share-Based Payment Plan

In accordance with ASC 718, the T-Bucks EPP is classified as an equity-settled shared-based payment plan.

	Number of Shares		Fair Value(1)
Balance at December 31, 2011		—		—
Shares acquired by the Trust		548,234	$	25.79
Balance at December 31, 2012		548,234	$	25.79
Outstanding awards expected to vest		548,234	$	25.79

(1) Represents the fair value on the date of purchase by the Trust.

Information about Restricted Stock Award Stock and Performance Award and Stock Option Activity

The following table summarizes information about restricted stock award, performance award and option activity for the one month ended January 31, 2011:

	Restricted Stock Awards & Stock Opportunity Grants					Performance Awards			Options
Restricted Shares	Number of Shares			Fair Value(1)		Number Of Units			Number of Options			Price(2)		Contractual Life (Years)(2)		Intrinsic Value(3)
Balance at December 31, 2010		148,053		$	4.92		2,689,150			1,152,408		$	9.54		5.31	$	9.54
Awards vested/cancelled		(148,053	)		—		(2,689,150	)		(1,152,408	)		—		—		—
Balance at January 31, 2011		—		$	—		—			—		$	—		—	$	—

(1) Represents the weighted average grant date fair value.

(2) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(3) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s stock and the options’ exercise price.

Restricted Stock

Restricted Stock Share Activity with Employees

Restricted share activity was as follows:

	Number of Shares			Fair Value(1)
Balance at December 31, 2012		761,065		$	20.62
Awards granted		780,640			20.96
Awards earned		(27,053	)		24.15
Awards forfeited		(10,242	)		24.99
Balance at March 31, 2013		1,504,410		$	20.70
Outstanding awards expected to vest		1,467,939		$	20.67

(1) Represents the weighted-average grant-date fair value.

The following table summarizes restricted share activity for the year ended December 31, 2012.

	Number of Shares			Fair Value(1)
Balance at December 31, 2011		—		$	—
Awards converted from Tronox Incorporated to Tronox Limited in connection with the Transaction		420,765			16.99
Awards granted		376,495			24.97
Awards earned		(24,620	)		20.87
Awards forfeited		(11,575	)		29.32
Balance at December 31, 2012		761,065		$	20.62
Outstanding awards expected to vest		754,162		$	20.57

(1) Represents the weighted-average grant-date fair value.

Stock Option

Activity for Company's Options

Tronox Incorporated options activity was as follows:

	Number of Options		Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		345,000	$	22.00		9.95	$	0.7
Options issued		22,330		24.60		9.76		0.2
Outstanding at March 31, 2012		367,330	$	22.16		9.71	$	4.7

(1) Represents weighted average exercise price and weighted average remaining contractual life, as applicable.

(2) Reflects aggregate intrinsic value based on the difference between the market price of the Company’s shares at March 31, 2012 and the options’ exercise price.

The following table presents a summary of activity for the year ended December 31, 2012:

	Number of Options			Price(1)		Contractual Life Years(1)		Intrinsic Value(2)
Balance at December 31, 2011		—		$	—		—	$	—
Options converted to Tronox Limited in connection with the Transaction		517,330			24.56		9.10		—
Options issued		247,904			23.83		9.62		—
Options forfeited		(159,880	)		22.55		—		—
Options vested		(76,595	)		22.25		—		—
Outstanding at December 31, 2012		528,759		$	25.16		9.38	$
Outstanding awards expected to vest		491,416		$	25.23		9.40		—

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Asset Retirement Obligations (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Summary of Changes in AROs

The changes in AROs during the three months ended March 31, 2013 were as follows:

	Three Months Ended March 31, 2013
Beginning balance, December 31, 2012	$	113
Additions		1
Accretion expense		2
Changes in estimates, including cost and timing of cash flows		(4	)
Settlements/payments		(1	)
Ending balance, March 31, 2013	$	111
Current portion included in accrued liabilities	$	6
Noncurrent portion	$	105

A summary of the changes in the AROs during the year ended December 31, 2012 is as follows:

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Beginning balance	$	30		$	29		$	19
Additions		7			—			—
Accretion expense		5			2			—
Changes in estimates, including cost and timing of cash flows		9			1			—
Settlements/payments		(1	)		(2	)		—
AROs acquired in the acquisition of the mineral sands business		58			—			—
Fresh-start adjustments		—			—			10
Ending balance	$	108		$	30		$	29
Current portion included in accrued liabilities	$	2		$	1		$	1
Noncurrent portion	$	106		$	29		$	28

Summary of AROs by Country

AROs, by geographic region, were as follows:

	At March 31, 2013
Australia	$	67
South Africa		32
The Netherlands		11
United States		1
Total	$	111

A summary of the AROs is included in the table below:

Australia	$	62
South Africa		34
Botlek		11
Hamilton		1
Total AROs	$	108

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CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor
Net Income (Loss):
Net income	$ (45)	$ 86	$ 242	$ 1,133	$ 631	$ 6
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	(119)	7	(6)	10	1	(10)
Retirement and postretirement plans:
Actuarial losses, net of taxes			(51)	(48)		(19)
Amortization of actuarial losses, net of taxes of less than $1 million in 2013	1		(51)	(48)
Amortization of actuarial gains, net of taxes						3
Prior service credit, net of taxes						12
Amortization of prior service cost, net of taxes					(1)	(14)
Termination of nonqualified benefits restoration plan, net of taxes						5
Other comprehensive income (loss)	(118)	7	(57)	(38)		(23)
Total Comprehensive Income (Loss)	(163)	93	185	1,095	631	(17)
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income	12			1
Foreign currency translation adjustments	(28)			(1)
Comprehensive income (loss) attributable to noncontrolling interest	(16)
Comprehensive Income (Loss) Attributable to Tronox Limited Shareholders	$ (147)	$ 93	$ 185	$ 1,095	$ 631	$ (17)

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Inventories

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Inventories

6. Inventories

Inventories consisted of the follows:

	March 31, 2013		December 31, 2012
Raw materials	$	239	$	221
Work-in-process		87		99
Finished goods(1)		406		477
Materials and supplies, net(2)		118		117
Total	$	850	$	914

(1) Includes inventory on consignment to others of approximately $65 million and $42 million at March 31, 2013 and December 31, 2012, respectively.

(2) Materials and supplies consist of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of the Company’s products.

7. Inventories

Inventories at December 31, 2012 and 2011 were as follows:

	Successor
	December 31, 2012		December 31, 2011
Raw materials	$	221	$	124
Work-in-process		99		9
Finished goods(1)		477		130
Materials and supplies, net(2)		117		48
Total(3)	$	914	$	311

(1) Includes inventory on consignment to others of approximately $42 million and $12 million at December 31, 2012 and 2011, respectively.

(2) Materials and supplies consist of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of the Company’s products.

(3) The fair value of inventory from the acquired mineral sands business in the Transaction was $553 million.

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Class A common stock	Dec. 31, 2012 Class A common stock	Dec. 31, 2012 Successor		Dec. 31, 2011 Successor		Dec. 31, 2012 Successor Class A common stock		Dec. 31, 2012 Successor Class B common stock		Dec. 31, 2011 Successor Class B common stock
Current Assets
Cash and cash equivalents	$ 1,375	$ 716			$ 716		$ 154
Accounts receivable, net of allowance for doubtful accounts of $3 and less than $1	416	391			391		278
Inventories	850	914			914		311
Prepaid and other assets	28	38			38		22
Deferred income taxes	41	114			114		4
Total Current Assets	2,710	2,173			2,173		769
Noncurrent Assets
Property, plant and equipment, net	1,360	1,423			1,423		504
Mineral leaseholds, net	1,377	1,439			1,439		38
Intangible assets, net	318	326			326		325
Long-term deferred tax assets	169	91			91		9
Other long-term assets	81	59			59		12
Total Assets	6,015	5,511			5,511		1,657
Accounts payable:
Third party	162	189			189		127
Related party							74
Accounts payable	162	189			189		127
Accrued liabilities	178	209			209		46
Short-term Debt		30			30
Long-term debt due within one year	15	10			10		6
Income taxes payable	20	24			24		28
Current deferred income taxes	5	5			5
Total Current Liabilities	380	467			467		281
Noncurrent Liabilities
Long-term debt	2,396	1,605			1,605		421
Pension and postretirement healthcare benefits	175	176			176		142
Asset retirement obligations	105	106			106		29
Deferred income taxes	214	222			222		19
Other	49	53			53		13
Total Noncurrent Liabilities					2,162		624
Total Liabilities	3,319	2,629			2,629		905
Contingencies and Commitments
Shareholders' Equity
Common stock, value			1	1		[1]		[1]	1	[1]		[1]		[1]
Capital in excess of par value	1,435	1,429			1,429		579
Retained earnings	1,228	1,314			1,314		242
Accumulated other comprehensive loss	(185)	(95)			(95)		(57)
Tronox Incorporated treasury shares, at cost - 472,565 shares at December 31, 2011(1)							(12)
Total Shareholders' Equity	2,479	2,649			2,649		752
Noncontrolling interest	217	233			233
Total Equity	2,696	2,882	1	1	2,882		752		1
Total Liabilities and Equity	$ 6,015	$ 5,511			$ 5,511		$ 1,657

[1] (1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor's consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 for additional information regarding the Company's share split.

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Pension and Other Postretirement Healthcare Benefits - Schedule of Changes in Fair value of Level 3 plan assets (Detail) (U.S. Level 3 Assets, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Beginning Balance	$ 22
Transfers to Level 2	(22)
Ending Balance
International Comingled Funds US Equity [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Beginning Balance	22
Transfers to Level 2	(22)
Ending Balance

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Basis of Presentation - Additional Information (Detail)	1 Months Ended						12 Months Ended
	Dec. 31, 2012	Mar. 31, 2013 Tiwest Joint Venture	Dec. 31, 2012 Tiwest Joint Venture	Mar. 31, 2012 Tiwest Joint Venture	Dec. 31, 2012 Tiwest Joint Venture	Dec. 31, 2011 Tiwest Joint Venture	Dec. 31, 2012 Minimum	Dec. 31, 2012 Maximum
Schedule of Equity Method Investments [Line Items]
Investment in joint venture operation	50.00%	100.00%	50.00%	100.00%	100.00%	50.00%
Percentage of Investment in affiliates carried as "Other Long-Term Assets"							20.00%	50.00%
Percentage of revenue and expense of joint venture incorporation	100.00%
Retained ownership interest of Exxaro and its subsidiaries	26.00%

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended				11 Months Ended		12 Months Ended		1 Months Ended		12 Months Ended
	Mar. 31, 2013		Mar. 31, 2012		Dec. 31, 2011 Successor		Dec. 31, 2012 Successor		Jan. 31, 2011 Predecessor		Dec. 31, 2010 Predecessor
Net Sales	$ 470		$ 434		$ 1,543		$ 1,832		$ 108		$ 1,218
Cost of goods sold	438		277		1,104		1,568		83		996
Gross Margin	32		157		439		264		25		222
Selling, general and administrative expenses	51		44		152		239		5		59
Litigation/arbitration settlement					10
Provision for environmental remediation and restoration, net of reimbursements					5						47
Income (Loss) from Operations	(19)		113		302		25		20		210
Interest and debt expense	(27)		(8)		(30)		(65)		(3)		(50)
Loss on extinguishment of debt	(4)
Other income (expense)	6		(1)		(10)		(7)		2		(8)
Gain on bargain purchase							1,055
Reorganization income (expense)									613		(145)
Income (Loss) before Income Taxes	(44)		104		262		1,008		632		7
Income tax benefit (provision)	(1)		(18)		(20)		125		(1)		(2)
Income from Continuing Operations					242		1,133		631		5
Income from discontinued operations											1
Net income	(45)		86		242		1,133		631		6
Income attributable to noncontrolling interest	12						1
Net Income (Loss) attributable to Tronox Limited	$ (57)		$ 86		$ 242		$ 1,134		$ 631		$ 6
Basic -
Continuing operations	$ (0.50)		$ 1.14		$ 3.22	[1]	$ 11.37	[1]	$ 15.28	[1]	$ 0.11	[1]
Discontinued operations											$ 0.03	[1]
Basic	$ (0.50)		$ 1.14		$ 3.22	[1]	$ 11.37	[1]	$ 15.28	[1]	$ 0.14	[1]
Diluted -
Continuing operations	$ (0.50)		$ 1.10		$ 3.10	[1]	$ 11.10	[1]	$ 15.25	[1]	$ 0.11	[1]
Discontinued operations											$ 0.03	[1]
Diluted	$ (0.50)		$ 1.10		$ 3.10		$ 11.10		$ 15.25		$ 0.14
Weighted Average Shares Outstanding
Basic	113,317	[2]	75,390	[2]	74,905		98,985		41,311		41,232
Diluted	113,317	[2]	78,665	[2]	78,095		101,406		41,399		41,383

[1] (1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor's consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 for additional information regarding the Company's share split.

[2] On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 stock split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the unaudited condensed consolidated financial statements have been adjusted to reflect the stock split, unless otherwise noted.

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Pension and Other Postretirement Healthcare Benefits (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Components of Net Periodic Pension and Postretirement Healthcare Cost

The components of net periodic cost associated with the U.S. and foreign retirement plans recognized in the unaudited Condensed Consolidated Statement of Operations were as follows:

	Retirement Plans
	Three Months Ended March 31,
	2013			2012
Net periodic cost:
Service cost	$	1		$	2
Interest cost		5			6
Expected return on plan assets		(5	)		(6	)
Net amortization of actuarial loss		1			—
Total net periodic cost	$	2		$	2

	Retirement Plans												Postretirement Healthcare Plans
	Successor						Predecessor						Successor				Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011			Year Ended December 31, 2010
Net periodic cost:
Service cost	$	3		$	3		$	—		$	2		$	1	$	1	$	—		$	—
Interest cost		22			21			2			25			1		—		—			1
Expected return on plan assets		(21	)		(20	)		(2	)		(30	)		—		—		—			—
Net amortization of prior service credit		—			—			—			—			—		—		(1	)		(14	)
Net amortization of actuarial loss		—			—			1			4			—		—		—			—
Total net periodic cost (income)	$	4		$	4		$	1		$	1		$	2	$	1	$	(1	)	$	(13	)

Summary of Benefit Obligations and Plan Assets Associated With Benefit Plans

	Retirement Plans						Postretirement Healthcare Plans
	Successor			Successor			Successor			Successor
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Change in benefit obligations:
Benefit obligation, beginning of year	$	483		$	481		$	9		$	9
Service cost		3			3			1			—
Interest cost		22			23			1			—
Net actuarial (gains) losses		78			20			2			1
Foreign currency rate changes		2			(3	)		—			—
Contributions by plan participants		1			1			1			1
Acquired in the Transaction		—			—			6			—
Special termination benefits		—			1			—			—
Termination of the nonqualified benefits restoration plan		—			(9	)		—			—
Benefits paid		(29	)		(32	)		(2	)		(2	)
Administrative expenses		(3	)		(2	)		—			—
Benefit obligation, end of year		557			483			18			9
Change in plan assets:
Fair value of plan assets, beginning of year		350			372			—			—
Actual return on plan assets		47			7			—			—
Employer contributions(1)		30			7			1			1
Participant contributions		1			1			1			1
Foreign currency rate changes		2			(3	)		—			—
Benefits paid(1)		(29	)		(32	)		(2	)		(2	)
Administrative expenses		(3	)		(2	)		—			—
Fair value of plan assets, end of year		398			350			—			—
Net over (under) funded status of plans	$	(159	)	$	(133	)	$	(18	)	$	(9	)
Classification of amounts recognized in the Consolidated Balance Sheets:
Noncurrent asset	$	—		$	1		$	—		$	—
Current accrued benefit liability		—			—			(1	)		(1	)
Noncurrent accrued benefit liability		(159	)		(134	)		(17	)		(8	)
Sub-total of liabilities		(159	)		(133	)		(18	)		(9	)
Accumulated other comprehensive loss		94			50			5			1
Total	$	(65	)	$	(83	)	$	(13	)	$	(8	)

(1) The Company expects 2013 contributions to be approximately $4 million for the Netherlands plan and $6 million for the U.S. qualified retirement plan, while net benefits paid are expected to be approximately $1 million for the U.S. postretirement healthcare plan.

Accumulated Benefit Obligations and Projected Benefit Obligations

The following table summarizes the accumulated benefit obligation, the projected benefit obligation, the market value of plan assets and the funded status of the Company’s funded retirement plans.

	Successor						Successor
	December 31, 2012						December 31, 2011
	U.S. Qualified Plan			The Netherlands Retirement Plan			U.S. Qualified Plan			The Netherlands Retirement Plan
Accumulated benefit obligation	$	420		$	117		$	392		$	79
Projected benefit obligation		(420	)		(137	)		(393	)		(90	)
Market value of plan assets		286			112			259			91
Funded status—(under)/over funded	$	(134	)	$	(25	)	$	(134	)	$	1

Summary of Expected Benefit Payments

	2013		2014		2015		2016		2017		2018- 2022
Retirement Plans(1)	$	32	$	31	$	31	$	30	$	31	$	153
Postretirement Healthcare Plan		1		1		1		1		1		6

(1) Includes benefit payments expected to be paid from the U.S. qualified retirement plan of $29 million, $28 million, $27 million, $27 million and $27 million in each year, 2013 through 2017, respectively, and $131 million in the aggregate for the period 2018 through 2022.

Summary of Pretax Amounts That are Expected to Reclassify

The following table shows the pretax amounts that are expected to be reclassified from “Accumulated other comprehensive income” on the Consolidated Balance Sheets to retirement expense during 2013:

	Retirement Plans		Postretirement Healthcare Plans
Unrecognized actuarial loss	$	2	$	—
Unrecognized prior service cost (credit)		—		—

Weighted Average Assumptions Used to Determine Net Periodic Cost

Assumptions—The following weighted average assumptions were used to determine the net periodic cost:

	Successor												Predecessor
	2012						2011						2010
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate(1)		4.50	%		5.25	%		5.25	%		5.25	%		5.50	%		5.25	%
Expected return on plan assets		5.75	%		5.25	%		6.44	%		5.25	%		7.50	%		5.75	%
Rate of compensation increases		—			3.50	%		3.50	%		3.50	%		3.50	%		3.50	%

Weighted Average Assumptions Used to Determine Actual Present Value

The following weighted average assumptions were used in estimating the actuarial present value of the plans’ benefit obligations:

	Successor												Predecessor
	2012						2011						2010
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate(1)		3.75	%		3.50	%		4.5	%		5.25	%		5.0	%		5.0	%
Rate of compensation increases		—			3.50	%		3.5	%		3.5	%		3.5	%		3.5	%

(1) The discount rate on the South African Plan was 9.45% at December 31, 2012, which is not included in the table above.

Schedule of Changes In Fair Value of Level 3 Plan Assets

The following tables set forth the changes in the fair value of Level 3 plan assets for the year ended December 31, 2011:

	U.S. Level 3 Assets
	International Comingled Funds US Equity			Total
Balance at December 31, 2010	$	22		$	22
Transfers to Level 2		(22	)		(22	)
Balance at December 31, 2011	$	—		$	—

Successor

Accumulated Benefit Obligations and Projected Benefit Obligations

Asset categories and associated asset allocations for the Company’s funded retirement plans at December 31, 2012 and 2011:

	Successor						Successor
	December 31, 2012						December 31, 2011
	Actual			Target			Actual			Target
United States:
Equity securities		38	%		38	%		57	%		45	%
Debt securities		61			62			40			55
Cash and cash equivalents		1			—			3			—
Total		100	%		100	%		100	%		100	%
Netherlands:
Equity securities		41	%		40	%		40	%		25	%
Debt securities		53			55			51			58
Real estate		—						9			10
Cash and cash equivalents		6			5			—			7
Total		100	%		100	%		100	%		100	%

U.S. Pension

Accumulated Benefit Obligations and Projected Benefit Obligations

The fair values of pension investments as of December 31, 2012 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2012, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Commingled Equity Fund.	$	—		$	110	(1)	$	—	$	110
Debt securities
Corporate		—			8	(5)		—		8
Government		11	(4)		1	(5)		—		12
Mortgages		—			16	(5)		—		16
Commingled Fixed Income Funds		—			137	(2)		—		137
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	11		$	275		$	—	$	286

(1) For commingled equity fund owned by the funds, fair value is based on observable quoted prices on active exchanges, which are Level 1 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

The fair values of pension investments as of December 31, 2011 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2011, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—U.S.	$	147	(1)	$	—		$	—	$	147
Debt securities
Corporate		—			13	(6)		—		13
U.S. Mutual Funds		52	(2)		—			—		52
Government		10	(5)		1	(6)		—		11
Asset-backed		—			1	(6)		—		1
Mortgages		—			24	(6)		—		24
International Commingled Fixed Income Funds		—			3	(3)		—		3
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			8	(4)		—		8
Total at fair value	$	209		$	50		$	—	$	259

(1) For equity securities owned by the funds, fair value is based on observable quoted prices on active exchanges, which are Level 1 inputs.

(2) For mutual funds, fair value is based on nationally recognized pricing services, which are Level 1 inputs.

(3) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(5) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(6) For corporate, government, asset-backed, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

Netherlands Plan

Accumulated Benefit Obligations and Projected Benefit Obligations

The fair values of pension investments as of December 31, 2012 are summarized below:

	Netherlands Pension
	Fair Value Measurement at December 31, 2012,  Using:
	Quoted Prices in Active Markets for Identical Assets (Level  1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—Non-U.S. Pooled Funds	$	—	$	46	(1)	$	—	$	46
Debt securities—Non-U.S. Pooled Funds		—		60	(2)		—		60
Cash		—		6			—		6
Total at fair value	$	—	$	112		$	—	$	112

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as a Level 2 input.

(2) For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.  

The fair values of pension investments as of December 31, 2011 are summarized below:

	Netherlands Pension
	Fair Value Measurement at December 31, 2011, Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Asset category:
Equity securities—Non-U.S. Pooled Funds	$	—	$	37	(1)	$	—	$	37
Debt securities—Non-U.S. Pooled Funds		—		46	(2)		—		46
Real Estate Pooled Fund		—		8	(3)		—		8
Total at fair value	$	—	$	91		$	—	$	91

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as a Level 2 input.

(2) For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

(3) For real estate pooled funds, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

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Debt - Summary of Interest and Debt Expense (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor
Debt Instrument [Line Items]
Interest expense	$ 26	$ 7	$ 29	$ 53	$ 3	$ 40
Amortization of deferred debt issuance costs and discount on debt	2	1	1	10		9
Other			1	4		1
Capitalized interest	1		(1)	(2)
Interest and debt expense	$ 27	$ 8	$ 30	$ 65	$ 3	$ 50

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Income Taxes - Summary of Statutory Income Tax Rates (Detail)	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Line Items]
Statutory tax rate		35.00%	35.00%	30.00%	35.00%	35.00%
Tax rate differences			(5.00%)	(6.00%)		93.00%
Foreign exchange	30.00%					39.00%
Disallowable expenditures			7.00%	(1.00%)		166.00%
Foreign interest disallowance			2.00%			61.00%
Gain on bargain purchase (net of tax)				(31.00%)
Resetting of tax basis to market value				(7.00%)
Permanent adjustment for fresh start (net of tax)					(29.00%)
Prior year accruals			(1.00%)			23.00%
Change in uncertain tax positions			(6.00%)			54.00%
U.S. state income taxes			2.00%			(15.00%)
Valuation allowances			(25.00%)	(1.00%)	(1.00%)	(427.00%)
Withholding taxes				2.00%
Other, net			(1.00%)	2.00%	(5.00%)	1.00%
Effective tax rate	(2.00%)	17.00%	8.00%	(12.00%)	0.00%	30.00%

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Debt - Long-term debt (Detail) (USD $) In Millions, unless otherwise specified						3 Months Ended	12 Months Ended		12 Months Ended		12 Months Ended		3 Months Ended	12 Months Ended			3 Months Ended		3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Feb. 14, 2011	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Mar. 31, 2013 Term Facility	Dec. 31, 2012 Term Facility	Dec. 31, 2012 Term Facility Successor	Dec. 31, 2012 Secured Bonds	Dec. 31, 2012 Secured Bonds Successor	Dec. 31, 2012 Exit Financing Facility	Dec. 31, 2011 Exit Financing Facility Successor	Mar. 31, 2013 Co-generation Unit Financing Arrangement	Dec. 31, 2012 Co-generation Unit Financing Arrangement	Dec. 31, 2012 Co-generation Unit Financing Arrangement Successor	Dec. 31, 2011 Co-generation Unit Financing Arrangement Successor	Mar. 31, 2013 Term Loan	Dec. 31, 2012 Term Loan	Mar. 31, 2013 Senior Notes	Dec. 31, 2012 Senior Notes	Mar. 31, 2013 Lease Financing [Member]	Dec. 31, 2012 Lease Financing [Member]
Long Term Debt Current And Noncurrent [Line Items]
Total debt	$ 2,411	$ 1,615		$ 1,615	$ 427		$ 691	$ 691		$ 900		$ 421	$ 9	$ 10	$ 10	$ 6	$ 1,488		$ 900	$ 900	$ 14	$ 14
Less: Long-term debt due in one year	(15)	(10)		(10)	(6)
Long-term debt	2,396	1,605		1,605	421
Maturity Date						Feb. 08, 2018	Feb. 08, 2018		Aug. 15, 2020		Oct. 21, 2015		Feb. 01, 2016	Feb. 01, 2016			Mar. 19, 2020		Aug. 15, 2020
Initial Principal Amount			425			700	700	697	900		425		16	16			1,500		900
Lease financing				$ 14

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Pension and Other Postretirement Healthcare - Summary of Pretax Amounts That are Expected to Reclassify (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Retirement Plans
Defined Benefit Plan Disclosure [Line Items]
Unrecognized actuarial loss	$ 2
Unrecognized prior service cost (credit)
Postretirement healthcare plan
Defined Benefit Plan Disclosure [Line Items]
Unrecognized actuarial loss
Unrecognized prior service cost (credit)

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Segment Information

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Segment Information

21. Segment Information

Prior to the Transaction, Tronox Incorporated had one reportable segment representing its pigment business. The Pigment segment primarily produced and marketed TiO_2, and included heavy minerals production. The heavy minerals production was integrated with its Australian pigment plant, but also had third-party sales of minerals not utilized by its pigment operations. In connection with the Transaction, the Company acquired 74% of Exxaro’s South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture in Western Australia. As such, the Company evaluated its new operations under ASC 280, Segments, and determined that the mineral sands operations qualify as a separate segment.

Subsequent to the Transaction, the Company has two reportable segments, Mineral Sands and Pigment. The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits, as well as heavy mineral production. These operations produce titanium feedstock, including ilmenite, chloride slag, slag fines and rutile, as well as pig iron and zircon. The Pigment segment primarily produces and markets TiO₂, and has production facilities in the United States, Australia, and the Netherlands. Corporate and Other is comprised of corporate activities and businesses that are no longer in operation, as well as electrolytic manufacturing and marketing operations, all of which are located in the United States.

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense) and income tax expense or benefit.

	Mineral Sands		Pigment			Corporate And Other			Eliminations			Total
Three Months Ended March 31, 2013
Net Sales(1)	$	298	$	288		$	27		$	(143	)	$	470
Income (loss) from operations		96		(68	)		(24	)		(23	)		(19	)
Interest and debt expense													(27	)
Loss on extinguishment of debt													(4	)
Other income													6
Loss from Continuing Operations before Income Taxes												$	(44	)
Depreciation, Depletion and Amortization	$	49	$	21		$	3		$	—		$	73
Capital Expenditures		31		13			1			—			45
Three Months Ended March 31, 2012
Net Sales(1)	$	83	$	362		$	31		$	(42	)	$	434
Income (loss) from operations		51		109			(28	)		(19	)		113
Interest and debt expense													(8	)
Other expense													(1	)
Income from Continuing Operations before Income Taxes												$	104
Depreciation, Depletion and Amortization	$	4	$	15		$	3		$	—		$	22
Capital Expenditures		—		12			9			—			21

(1) Net sales by geographic region, based on country of production, were as follows:

	Three Months Ended March 31,
	2013		2012
U.S. operations	$	187	$	230
International operations:
Australia		108		79
The Netherlands		65		125
South Africa		110		—
Total	$	470	$	434

Net assets by segment were as follows:

	March 31, 2013		December 31, 2012
Mineral Sands	$	2,796	$	3,164
Pigment		1,735		1,680
Corporate and Other		1,365		725
Eliminations		119		(58	)
Total	$	6,015	$	5,511

Property, plant and equipment, net and mineral leaseholds, net, by geographic region, were as follows:

	March 31, 2013		December 31, 2012
U.S. operations	$	199	$	196
International operations:
South Africa		1,169		1,263
Australia		1,317		1,348
The Netherlands		52		55
Total	$	2,737	$	2,862

24. Segment Information

Prior to the Transaction, Tronox Incorporated had one reportable segment representing its pigment business. The Pigment segment primarily produced and marketed TiO₂ and included heavy minerals production. The heavy minerals production was integrated with its Australian pigment plant, but also had third-party sales of minerals not utilized by its pigment operations. In connection with the Transaction, the Company acquired 74% of Exxaro’s South African mineral sands operations, including its Namakwa and KZN Sands mines, separation facilities and slag furnaces, along with its 50% share of the Tiwest Joint Venture in Western Australia. As such, the Company evaluated its new operations under ASC 280, Segments, and determined that the mineral sands operations qualify as a separate segment.

Subsequent to the Transaction, the Company has two reportable segments, Mineral Sands and Pigment. The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits, as well as heavy mineral production. These operations produce titanium feedstock, including ilmenite, chloride slag, slag fines and rutile, as well as pig iron and zircon. The Pigment segment primarily produces and markets TiO₂ and has production facilities in the United States, Australia, and the Netherlands. Corporate and Other is comprised of corporate activities and businesses that are no longer in operation, as well as its electrolytic manufacturing and marketing operations, all of which are located in the United States.

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense) and income tax expense or benefit.

	Mineral Sands		Pigment		Corporate And Other			Eliminations			Total
Successor: Twelve Months Ended December 31, 2012
Net Sales	$	760	$	1,246	$	128		$	(302	)	$	1,832
Income (Loss) from operations		156		57		(139	)		(49	)		25
Interest and debt expense												(65	)
Other income (expense)												(7	)
Gain on bargain purchase												1,055
Income (Loss) from Continuing Operations before Income Taxes											$	1,008
Total Assets	$	3,164	$	1,680	$	725		$	(58	)	$	5,511
Depreciation, Depletion and Amortization		125		71		15			—			211
Capital Expenditures		96		39		31			—			166
Successor: Eleven Months Ended December 31, 2011
Net Sales	$	160	$	1,327	$	133		$	(77	)	$	1,543
Income (Loss) from operations		42		323		(54	)		(9	)		302
Interest and debt expense												(30	)
Other income (expense)												(10	)
Income (Loss) from Continuing Operations before Income Taxes											$	262
Total Assets	$	228	$	1,217	$	224		$	(12	)	$	1,657
Depreciation, Depletion and Amortization		—		67		12			—			79
Capital Expenditures		—		117		16			—			133
Predecessor: January 1 through January 31, 2011
Net Sales	$	8	$	89	$	14		$	(3	)	$	108
Income (Loss) from operations		2		20		(1	)		(1	)		20
Interest and debt expense												(3	)
Other income												2
Reorganization income												613
Income from Continuing Operations before Income Taxes												632
Total Assets	$	221	$	987	$	241		$	(1	)	$	1,448
Depreciation, Depletion and Amortization		—		3		1			—			4
Capital Expenditures		—		4		1			1			6
Predecessor: Twelve Months Ended December 31, 2010
Net Sales	$	109	$	1,005	$	153		$	(49	)	$	1,218
Income (Loss) from operations		7		163		40			—			210
Interest and debt expense												(50	)
Other income (expense)												(8	)
Reorganization expense												(145	)
Income (Loss) from Continuing Operations before Income Taxes											$	7
Total Assets	$	152	$	564	$	382		$	—		$	1,098
Depreciation, Depletion and Amortization		—		40		10			—			50
Capital Expenditures		—		37		8			—			45

	Successor				Predecessor
	Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011		Year Ended December 31, 2010
Net Sales(1)
U.S. operations	$	843	$	793	$	60	$	692
International operations:
Australia		443		475		33		317
The Netherlands		248		275		15		209
South Africa		298		—		—		—
Total	$	1,832	$	1,543	$	108	$	1,218

(1) Based on country of production.

	Successor
	December 31, 2012		December 31, 2011
Net Property, Plant and Equipment and Net Mineral Leaseholds
U.S. operations	$	196	$	184
International operations:
South Africa		1,263		—
Australia		1,348		304
The Netherlands		55		54
Total	$	2,862	$	542

(1) Based on country of production.

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Noncontrolling Interest

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Noncontrolling Interest

15. Noncontrolling Interest

In connection with the Transaction, Exxaro and its subsidiaries retained a 26% ownership interest in each of Tronox KZN Sands Pty Ltd and Tronox Mineral Sands Pty Ltd in order to comply with the ownership requirements of the Black Economic Empowerment (“BEE”) legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances (i.e., the earlier of the termination of the Empowerment Period or the tenth anniversary of completion of the Transaction).

The changes in noncontrolling interest on the Company’s unaudited Condensed Consolidated Balance Sheets were as follows:

Balance at December 31, 2012	$	233
Net income attributable to noncontrolling interest		12
Effect of exchange rate changes		(28	)
Balance at March 31, 2013	$	217

16. Noncontrolling Interest

In connection with the Transaction, Exxaro and its subsidiaries retained a 26% ownership interest in each of Tronox KZN Sands Pty Ltd and Tronox Mineral Sands Pty Ltd in order to comply with the ownership requirements of the BEE legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances (i.e., the earlier of the termination of the Empowerment Period or the tenth anniversary of completion of the Transaction).

A reconciliation of the beginning and ending balances of noncontrolling interest on the Company’s Consolidated Balance Sheets is presented below.

Balance at January 1, 2012	$	—
Fair value of noncontrolling interest on the Transaction Date		233
Net loss attributable to noncontrolling interest		(1	)
Effect of exchange rate changes		1
Balance at December 31, 2012	$	233

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Segment Information - Summary of Net Assets by Segments (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Assets	$ 6,015	$ 5,511
Mineral Sands Business
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Assets	2,796	3,164
Pigment
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Assets	1,735	1,680
Corporate And Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Assets	1,365	725
Eliminations [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Assets	$ 119	$ (58)

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Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Short-term Debt

Short-term Debt

Short-term debt consisted of the following:

	Maturity Date		March 31, 2013		December 31, 2012
UBS Revolver		6/18/17	$	—	$	—
ABSA Revolver(1)		6/14/17		—		30
Wells Revolver(2)				—		—
Total			$	—	$	30

(1) Average effective interest rate of 8.43 % and 8.5% during the three months ended March 31, 2013 and 2012, respectively.

(2) Average effective interest rate of 5.25% during the three months ended March 31, 2012.

Short-term Debt

	Successor
	December 31, 2012		December 31, 2011
UBS Revolver(1)	$	—	$	—
ABSA Revolver(2)		30		—
Wells Revolver(3)		—		—
Short-term debt	$	30	$	—

(1) Average effective interest rate of 3.9% in 2012.

(2) Average effective interest rate of 8.5% in 2012.

(3) Average effective interest rate of 4.7% in 2011 and 5.25% in 2012.

Long-Term Debt

Long-Term Debt

Long-term debt consisted of the following:

	Principal Amount		Maturity Date		March 31, 2013			December 31, 2012
Term Loan, net of unamortized discount of $12 million at March 31, 2013(1)	$	1,500		3/19/20	$	1,488		$	—
Senior Notes	$	900		8/15/20		900			900
Term Facility, net of unamortized discount of $6 million at December 31, 2012(2)	$	700		2/8/18		—			691
Co-generation Unit Financing Arrangement	$	16		2/1/16		9			10
Lease financing						14			14
Total debt						2,411			1,615
Less: Long-term debt due in one year						(15	)		(10	)
Long-term debt					$	2,396		$	1,605

(1) Average effective interest rate of 4.75% in 2013.

(2) Average effective interest rate of 5.0% and 5.0% in 2013 and 2012, respectively.

Long-Term Debt

	Initial Principal Amount		Maturity Date		Successor
					December 31, 2012			December 31, 2011
Senior Notes	$	900		8/15/20	$	900		$	—
Term Facility(1)	$	700		2/8/18		691			—
Exit Financing Facility(2)	$	425		10/21/15		—			421
Co-generation Unit Financing Arrangement	$	16		2/1/16		10			6
Lease financing						14			—
Total debt						1,615			427
Less: Long-term debt due in one year						(10	)		(6	)
Long-term debt					$	1,605		$	421

(1) Average effective interest rate of 5% in 2012.

(2) Average effective interest rate of 7.1% and 7.2% in 2012 and 2011, respectively.

Scheduled Maturities of Company's Long-Term Debt

At March 31, 2013, the scheduled maturities of the Company’s long-term debt were as follows:

	Total Debt
2013	$	10
2014		19
2015		19
2016		15
2017		15
Thereafter		2,345
Total		2,423
Remaining accretion of discount associated with the Term Loan		(12	)
Total debt	$	2,411

At December 31, 2012, the scheduled maturities of the Company’s long-term debt were as follows:

	Total Debt
2013(1)	$	11
2014		10
2015		10
2016		8
2017		7
Thereafter		1,575
Total		1,621
Remaining accretion associated with the Term facility		(6	)
Total debt	$	1,615

(1) Includes $1 million of remaining accretion associated with the Term Facility, which was issued net of an original issue discount of $7 million (see Term Facility discussion below).

Summary of Allocation of Senior Secured Loans

The Company allocated these amounts between the $550 million Senior Secured Term Loan and the $150 million Senior Secured Delayed Draw as follows:

	Outstanding Balance		Percentage of Outstanding Balance			Allocation of Unamortized Costs		Loss Extinguishment of Debt
Senior Secured Term Loan	$	547		79	%	$	16	$	—
Senior Secured Delayed Draw		149		21	%		4		4
Total	$	696		100	%	$	20	$	4

Summary of Interest and Debt Expense

Interest and debt expense consisted of the following:

	Three Months Ended March 31,
	2013			2012
Interest expense	$	26		$	7
Amortization of deferred debt issuance costs and discount on debt		2			1
Capitalized interest		(1	)		—
Interest and debt expense	$	27		$	8

Term Facility

Term Facility

	Successor
	December 31, 2012			December 31, 2011
Term Facility	$	697		$	—
Discount		(6	)		—
Term Facility, net	$	691		$	—

Leverage Ratio

Fiscal Quarter Ending	Total Leverage Ratio
December 31, 2012 through December 31, 2015		3:1
March 31, 2016 and thereafter		2.25:1

Interest Expense

Interest Expense

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011		Year Ended December 31, 2010
Interest expense(1)	$	53		$	29		$	3	$	40
Amortization of deferred debt issuance costs and discount on debt		10			1			—		9
Other		4			1			—		1
Capitalized interest		(2	)		(1	)		—		—
Interest and debt expense	$	65		$	30		$	3	$	50

(1) For the one month ended January 31, 2011, interest expense excludes $3 million, which would have been payable under the terms of the Company’s $350 million 9.5% senior unsecured notes.

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Debt - Scheduled Maturities of Company's Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Long Term Debt Maturities Repayments Of Principal [Line Items]
2013	$ 10	$ 11
2014	19	10
2015	19	10
2016	15	8
2017	15	7
Thereafter	2,345	1,575
Total	2,423	1,621
Remaining accretion associated with the Term facility	(12)	(6)
Term Facility, net	$ 2,411	$ 1,615

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Subsequent Events - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended	1 Months Ended	3 Months Ended			12 Months Ended	1 Months Ended	3 Months Ended			12 Months Ended
	Feb. 19, 2013 Subsequent Event [Member]	Dec. 31, 2012 Chief Financial Officer [Member] Subsequent Event [Member]	Feb. 19, 2013 Class A common stock	Mar. 31, 2013 Class A common stock	Nov. 08, 2012 Class A common stock	Jun. 26, 2012 Class A common stock	Dec. 31, 2012 Class A common stock Subsequent Event [Member]	Feb. 19, 2013 Class B common stock	Mar. 31, 2013 Class B common stock	Nov. 08, 2012 Class B common stock	Jun. 26, 2012 Class B common stock	Dec. 31, 2012 Class B common stock Subsequent Event [Member]
Subsequent Event [Line Items]
Dividend declared, record date for shareholders	Feb. 19, 2013						Mar. 20, 2013					Mar. 20, 2013
Common Stock Dividends Per Share Declared			$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25
Resignation Date of Daniel D Greenwell Chief executive officer		Mar. 31, 2013

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Debt - Schedule of Company's Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Feb. 14, 2011	Mar. 31, 2013 Term Facility	Dec. 31, 2012 Term Facility	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor Term Facility
Debt Instrument [Line Items]
Term Facility			$ 425	$ 700	$ 700			$ 697
Discount	(12)	(6)		(7)	(7)			(6)
Term Facility, net	$ 2,411	$ 1,615			$ 691	$ 1,615	$ 427	$ 691

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Useful Lives for Property, Plant and Equipment

useful life by the straight-line method. Useful lives for certain property, plant and equipment are as follows:

Buildings	10—40 years
Land improvements	10—20 years
Machinery and equipment	3— 25 years
Furniture and fixtures	10 years

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Property, Plant and Equipment, Net - Additional Information (Detail) (Property plant and equipment, USD $) In Millions, unless otherwise specified	1 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended
	Jan. 31, 2011	Jan. 31, 2010	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2012
Property plant and equipment
Property, Plant and Equipment [Line Items]
Depreciation expense related to property, plant and equipment	$ 4	$ 49	$ 42	$ 16	$ 53	$ 127

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Pension and Other Postretirement Healthcare Benefits - Weighted Average Assumptions Used to Determine Actuarial Present Value (Parenthetical) (Detail) (South Africa)	12 Months Ended
	Dec. 31, 2012
South Africa
Defined Benefit Plan Disclosure [Line Items]
Discount rate on the South African Plan	9.45%

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Inventories (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Inventories, Net of Allowance for Obsolete Inventories and Supplies

Inventories consisted of the follows:

	March 31, 2013		December 31, 2012
Raw materials	$	239	$	221
Work-in-process		87		99
Finished goods(1)		406		477
Materials and supplies, net(2)		118		117
Total	$	850	$	914

(1) Includes inventory on consignment to others of approximately $65 million and $42 million at March 31, 2013 and December 31, 2012, respectively.

(2) Materials and supplies consist of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of the Company’s products.

Inventories at December 31, 2012 and 2011 were as follows:

	Successor
	December 31, 2012		December 31, 2011
Raw materials	$	221	$	124
Work-in-process		99		9
Finished goods(1)		477		130
Materials and supplies, net(2)		117		48
Total(3)	$	914	$	311

(1) Includes inventory on consignment to others of approximately $42 million and $12 million at December 31, 2012 and 2011, respectively.

(2) Materials and supplies consist of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of the Company’s products.

(3) The fair value of inventory from the acquired mineral sands business in the Transaction was $553 million.

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events

26. Subsequent Events

On February 19, 2013, the Board declared a quarterly dividend of $0.25 per share payable on March 20, 2013 to holders of our Class A Shares and Class B Shares at close of business on March 6, 2013.

On February 9, 2013, Daniel D. Greenwell voluntarily resigned as Chief Financial Officer, effective March 31, 2013. In connection with Mr. Greenwell’s resignation, Mr. Greenwell and the Company executed a separation agreement.

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Recent Accounting Pronouncements (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Accounting for Cumulative Translation Adjustment

In March 2013, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2013-5, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-5”), which addresses the treatment of the cumulative translation adjustment into net income when a parent either sells its investment in a foreign entity or no longer holds controlling financial interest in a subsidiary or group of assets within a foreign entity. ASU 2013-5 is effective prospectively for periods beginning after December 15, 2013; however early adoption is permitted. The Company has not yet determined the impact, if any, that ASU 2013-5 will have on the consolidated financial statements.

Presentation of Comprehensive Income

During 2013, the Company adopted ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires the presentation of the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, if the item is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The adoption of this guidance did not have a significant impact on the consolidated financial statements.

On January 1, 2012, the Company adopted the required guidance under ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which changed the presentation requirements of comprehensive income by increasing the prominence of items reported in other comprehensive income. The adoption of this guidance did not have a material impact on Tronox Incorporated’s consolidated financial statements. During 2011, the FASB issued ASU 2011-12, which deferred certain requirements of ASU 2011-05. The Company has not adopted such deferred requirements.

Foreign Currency

Foreign Currency

The U.S. dollar is the functional currency for the Company’s operations, except for its South African and European operations. The Company determines the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Foreign currency transaction gains or losses are recognized in the period incurred and are included in “Other income (expense)” on the Consolidated Statements of Operations.

The Rand is the functional currency of the Company’s South African operations, and the Euro is the functional currency for the Company’s European operations. As such, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reflected as a separate component on the Consolidated Statements of Other Comprehensive Income (Loss). When the subsidiary’s functional currency is the U.S. dollar, such as the Company’s Australian operations, adjustments from the remeasurement of foreign currency monetary assets and liabilities are presented in “Other income (expense)” on the Consolidated Statements of Operations.

Gains and losses on intercompany foreign currency transactions that are not expected to be settled in the foreseeable future are reported by the Company in the same manner as translation adjustments.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all investments with original maturities of three months or less to be cash equivalents. At December 31, 2012 and 2011, total cash and cash equivalents was $716 million and $154 million, respectively, of which $50 million and $62 million, respectively, was held within the United States.

Accounts Receivable

Accounts Receivable

Accounts receivable are reflected at their net realizable values, reduced by an allowance for doubtful accounts to allow for expected credit losses. The allowance is estimated by management, based on factors such as age of the related receivables and historical experience, giving consideration to customer profiles. The Company generally does not charge interest on accounts receivable, nor require collateral; however, certain operating agreements have provisions for interest and penalties that may be invoked, if deemed necessary. Accounts receivable are aged in accordance with contract terms and are written off when deemed uncollectible.

See Note 6 for additional information regarding accounts receivable.

Inventories

Inventories

Inventories are stated at the lower of actual cost or market, net of allowances for obsolete and slow-moving inventory. The cost of finished goods inventories is determined using the first-in, first-out method. Carrying values include material costs, labor and associated indirect manufacturing expenses. Costs for materials and supplies, excluding ore, are determined by average cost to acquire. Raw materials are carried at actual cost.

The Company periodically reviews its inventory for obsolescence or inventory that is no longer marketable for its intended use, and records any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors.

See Note 7 for additional information regarding inventories.

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

Property, plant and equipment, net is stated at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred, except that costs of replacements or renewals that improve or extend the lives of existing properties are capitalized.

Depreciation—Property, plant and equipment is depreciated over its estimated useful life by the straight-line method. Useful lives for certain property, plant and equipment are as follows:

Buildings	10—40 years
Land improvements	10—20 years
Machinery and equipment	3— 25 years
Furniture and fixtures	10 years

Retirements and Sales—The cost and related accumulated depreciation and amortization are removed from the respective accounts upon retirement or sale of property, plant and equipment. Any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” on the Consolidated Statements of Operations.

Interest Capitalized—The Company capitalizes interest costs on major projects that require an extended period of time to complete. See Note 12 for additional information regarding capitalized interest.

See Note 8 for additional information regarding property, plant and equipment.

Mineral Leaseholds

Mineral Leaseholds, Net

The Company is engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with ASC 805, Business Combinations (“ASC 805”) as tangible assets when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depreciated over their useful lives as determined under the units of production method.

Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized.

Intangible Assets, Net

Intangible Assets, Net

Intangible assets are stated at cost less accumulated amortization. The Company amortizes intangibles on a straight-line basis over their estimated useful lives, which range from 5 to 20 years.

Recoverability of Long-Lived Assets

Recoverability of Long-Lived Assets

The Company evaluates the recoverability of the carrying value of long-lived assets (property, plant and equipment, mineral leaseholds and intangible assets) whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, the Company assesses whether the projected undiscounted cash flows of its long-lived assets are sufficient to recover the existing unamortized cost of its long-lived assets. If the undiscounted projected cash flows are not sufficient, the Company calculates the impairment amount by discounting the projected cash flows using its weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Asset Retirement Obligations

Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate.

Environmental Remediation and Other Contingencies

Environmental Remediation and Other Contingencies

In accordance with ASC 450 Contingencies (“ASC 450”) and ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”), the Company recognizes a loss and records an undiscounted liability when litigation has commenced or a claim or assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be reasonably estimated. Estimates of environmental liabilities, which include the cost of investigation and remediation, are based on a variety of factors, including, but not limited to, the stage of investigation, the stage of the remedial design, evaluation of existing remediation technologies, presently enacted laws and regulations as well as prior experience in remediation of contaminated sites. In future periods, a number of factors could change the Company’s estimate of environmental remediation costs, such as changes in laws and regulations, or changes in their interpretation or administration or relevant cleanup levels; revisions to the remedial design; unanticipated construction problems; identification of additional areas or volumes of contaminated soils and groundwater; the availability of information to estimate probable but previously inestimable obligations; and changes in costs of labor, equipment and technology.

To the extent costs of investigation and remediation have been incurred and are recoverable from federal, state, or other governmental agencies and have been incurred or are recoverable under certain insurance policies or from other parties and such recoveries are deemed probable, the Company records a receivable for the estimated amounts recoverable (undiscounted). Receivables are reflected on the Consolidated Balance Sheets in either “Accounts receivable” or as a component of “Other Long-Term Assets,” depending on the estimated timing of collection.

Self Insurance

Self Insurance

The Company is self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. The Company does not accrue for general or unspecific business risks.

Cost of Goods Sold

Cost of Goods Sold

Cost of goods sold includes the costs of purchasing, manufacturing and distributing products, including raw materials, energy, labor, depreciation and other production costs. Costs incurred by the Company for shipping and handling are reported in “Cost of goods sold” on the Consolidated Statements of Operations. Receiving, distribution, freight and warehousing costs are also included in “Cost of goods sold” on the Consolidated Statements of Operations.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, sales, agent commissions, research and development, legal and administrative functions such as human resources, information technology, investor relations, accounting, treasury, and tax compliance. Costs include expenses for salaries and benefits, travel and entertainment, promotional materials and professional fees.

Research and Development

Research and Development

Research and development costs were $9 million, $9 million, less than $1 million and $6 million for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010, respectively, and were expensed as incurred.

Pension and Postretirement Benefits

Pension and Postretirement Benefits

The Company provides pension and postretirement benefits for qualifying employees worldwide, which are accounted for in accordance with ASC 715, Compensation—Retirement Benefits (“ASC 715”). See Note 20 for additional information regarding pension and postretirement benefits.

Share-based Compensation

Share-based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation-Share-Based Compensation (“ASC 718”).

Liability Restricted Share Awards—Certain restricted share awards have been classified as liability awards and were re-measured to fair value at each reporting date. The restricted share awards classified as liabilities contained only a service condition and had graded vesting provisions.

Equity Restricted Share Awards—The fair value of equity instruments is measured based on the average share price on the grant date and is recognized over the vesting period. The restricted share awards contain service, market and/or performance conditions. For awards containing only a service condition, the Company has elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the lattice model. For awards containing a performance condition, the fair value of the award is equal to the average share price but compensation expense is not recognized until the Company concludes that it is probable that the performance condition will be met. The Company reassesses the probability each quarter.

Options—The Black-Scholes option pricing model is utilized to measure the fair value of options. Options generally contain only service conditions and have graded vesting provisions. The Company has elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award.

Income Taxes

Income Taxes

The Company accounts for taxes in accordance with ASC 740, Income Taxes (“ASC 740”). The Company has operations in several countries around the world and is subject to income and similar taxes in these countries. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions. Although the Company believes its tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets and reflects any changes in its estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. ASC 740 requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. The Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, the Company records the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If the Company does not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

Fair value measurement

Fair value measurement

The Company accounts for its financial assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”). In measuring fair value on a recurring basis, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and considers counterparty credit risk in its assessment of fair value.

Fair Value Measurements

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”), which changes certain fair value measurement and disclosure requirements, clarifies the application of existing fair value measurement and disclosure requirements and provides consistency to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the consolidated financial statements.

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Accounts Receivable

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Accounts Receivable

5. Accounts Receivable

Accounts receivable, net of allowance for doubtful accounts, consisted of the following:

	March 31, 2013			December 31, 2012
Trade receivables	$	400		$	371
Related parties		1			—
Other		18			23
Total		419			394
Allowance for doubtful accounts		(3	)		(3	)
Net	$	416		$	391

6. Accounts Receivable

Accounts receivable, net of allowance for doubtful accounts, consisted of the following:

	Successor
	December 31, 2012			December 31, 2011
Trade receivables	$	371		$	269
Related parties		—			7
Other		23			2
Total		394			278
Allowance for doubtful accounts		(3	)		—
Net	$	391		$	278

The Company’s liquidity is concentrated in trade receivables that arise from sales of TiO₂ and titanium feedstock to customers in the TiO2 industry. The industry concentration has the potential to impact the Company’s overall exposure to credit risk, either positively or negatively, in that its customers may be similarly affected by changes in economic, industry or other conditions. The Company performs ongoing credit evaluations of its customers, and uses credit risk insurance policies from time to time, as deemed appropriate, to mitigate credit risk, but generally does not require collateral. The Company maintains allowances for potential credit losses based on historical experience. For the year ended December 31, 2012, the Company’s ten largest TiO2 customers represented approximately 46% of its total TiO₂ net sales; however, no single customer accounted for more than 10% of total net sales.

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Cash Flows Statement Data - Other Noncash Items Included in Reconciliation of Net Income to Net Cash Flows from Operating Activities (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		11 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Dec. 31, 2010 Predecessor
Accrued transfer taxes				$ 37
Amortization of fair value inventory step-up				152
Other net adjustments			(7)	12	5
Total	$ 10	$ 2	$ (7)	$ 201	$ 5

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Pension and Other Postretirement Healthcare Benefits - Accumulated Benefit Obligations and Projected Benefit Obligations (Detail) (Successor, Fund Postretirement Benefit, USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
U.S Qualified Plan
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	$ 420	$ 392
Projected benefit obligation	(420)	(393)
Market value of plan assets	286	259
Funded status - (under)/over funded	(134)	(134)
The Netherlands Retirement Plan
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	117	79
Projected benefit obligation	(137)	(90)
Market value of plan assets	112	91
Funded status - (under)/over funded	$ (25)	$ 1

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Inventories - Net of Allowance for Obsolete Inventories and Supplies (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor
Raw materials	$ 239	$ 221	$ 221	$ 124
Work-in-process	87	99	99	9
Finished goods	406	477	477	130
Materials and supplies, net	118	117	117	48
Total	$ 850	$ 914	$ 914	$ 311

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Income Taxes - Summary of Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Schedule Of Income Taxes [Line Items]
Income tax provision	$ 1	$ 18	$ 0
Income (Loss) before Income Taxes	$ (44)	$ 104
Effective tax rate	(2.00%)	17.00%

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Emergence from Chapter 11

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Emergence from Chapter 11

22. Emergence from Chapter 11

On January 12, 2009, the petition date, Tronox Incorporated and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases were consolidated for the purpose of joint administration.

On November 30, 2010 (the “Confirmation Date”), the Bankruptcy Court entered an order confirming the Debtors’ First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated November 5, 2010 (as amended and confirmed, the “Plan”). Material conditions to the Plan were resolved during the period from the Confirmation Date until January 26, 2011, and subsequently, on February 14, 2011 (the “Effective Date”), the Debtors emerged from bankruptcy and continued operations as reorganized Tronox Incorporated.

On June 15, 2012, the reorganized Tronox Incorporated was combined with the mineral sands business of Exxaro in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

As of March 31, 2013, a motion granting a final decree closing the Chapter 11 cases has not been filed.

23. Emergence from Chapter 11

On January 12, 2009 (the “Petition Date”), Tronox Incorporated and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases were consolidated for the purpose of joint administration.

On November 30, 2010 (the “Confirmation Date”), the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated November 5, 2010 (as amended and confirmed, the “Plan”). Under Chapter 11 of the Bankruptcy Code, a debtor may reorganize its business for the benefit of its stakeholders with the consummation of a plan of reorganization being the principal objective. Among other things (subject to certain limited exceptions and except as otherwise provided in the Plan or the Confirmation Order), the Confirmation Order discharged the Debtors from any debt arising before the Petition Date, terminated all of the rights and interests of pre-bankruptcy equity security holders and substituted the obligations set forth in the Plan and new shares for those prebankruptcy claims. Under the Plan, claims and equity interests were divided into classes according to their relative priority and other criteria.

Material conditions to the Plan were resolved during the period from the Confirmation Date until January 26, 2011, and subsequently on February 14, 2011 (the “Effective Date”), the Debtors emerged from bankruptcy and continued operations as reorganized Tronox Incorporated.

The Plan was designed to accomplish, and was premised on, a resolution of the Debtor’s legacy environmental (the “Legacy Environmental Liabilities”) and legacy tort liabilities (the “Legacy Tort Liabilities” and collectively, with the Legacy Environmental Liabilities, the “KM Legacy Liabilities”). The Plan ensured that the Debtors emerged from Chapter 11 free of the significant KM Legacy Liabilities and were sufficiently capitalized. A final settlement was reached in November 2010 with respect to the Legacy Environmental Liabilities (the “Environmental Settlement”) and the Legacy Tort Liabilities (the “Tort Settlement” and, together with the Environmental Settlement, the “Settlement”). In exchange, claimants provided the Debtors and the reorganized Tronox Incorporated with discharges and/or covenants not to sue subsequent to the Effective Date with respect to the Debtors’ liability for the Legacy Environmental Liabilities. The Settlement established certain environmental response and tort claims trusts that are now responsible for the KM Legacy Liabilities in exchange for cash, certain non-monetary assets, and the rights to the proceeds of certain ongoing litigation and insurance and other third party reimbursement agreements. The Plan also provided for the creation and funding of a torts claim trust (the “Tort Claims Trust”), which was the sole source of distributions to holders of Legacy Tort Liabilities claims, who were paid in accordance with the terms of such trust’s governing documentation. As a result of the settlement of the Debtors’ pre-petition debt and termination of the rights and interests of pre-bankruptcy equity, the Plan enabled Tronox Incorporated to reorganize around its existing operating locations, including: (a) its headquarters and technical facility at Oklahoma City, Oklahoma; (b) the TiO₂ facilities at Hamilton, Mississippi and Botlek, the Netherlands; (c) the electrolytic chemical businesses at Hamilton, Mississippi and Henderson, Nevada (except that the real property and buildings associated with the Henderson business were transferred to an environmental response trust and reorganized Tronox Incorporated is not responsible for environmental remediation related to historic contamination at such site); and (d) its interest in the Tiwest Joint Venture in Australia.

As part of the Debtor’s emergence from the Chapter 11 proceedings, Tronox Incorporated relied on a combination of debt financing and money from new equity issued to certain existing creditors. Specifically, such funding included: (i) total funded exit financing of no more than $470 million; (ii) the proceeds of a $185 million rights offering (the “Rights Offering”) open to substantially all unsecured creditors and backstopped by certain groups; (iii) settlement of government claims related to the Legacy Environmental Liabilities through the creation of certain environmental response trusts and a litigation trust; (iv) settlement of claims related to the Legacy Tort Liabilities through the establishment of a torts claim trust; (v) issuance of shares whereby holders of the allowed general unsecured claims received their pro rata share of 50.9% of the Tronox Incorporated shares on the Effective Date, and the opportunity to participate in the Rights Offering for an aggregate of 49.1% of the Tronox Incorporated shares, also issued on the Effective Date; and (vi) issuance of warrants, on the Effective Date, to the holders of equity in the Predecessor to purchase their pro rata share of a combined total of 7.5% of the Tronox Incorporated shares, after and including the issuance of any Tronox Incorporated shares upon exercise of such warrants.

The Company applied fresh-start accounting pursuant to ASC 852 as of January 31, 2011. ASC 852 provides for, among other things, a determination of the value to be assigned to the assets of the reorganized Company. In applying fresh-start accounting on January 31, 2011, Tronox Incorporated recorded assets and liabilities at estimated fair value, except for deferred income taxes and certain liabilities associated with employee benefits, which were recorded in accordance with ASC 852 and ASC 740, respectively. Additionally, Tronox Incorporated recorded gains relating to executing the plan of reorganization, gains related to revaluation of assets and “resetting” retained earnings and accumulated other comprehensive income to zero.

Reorganization Income (Expense)

For the one month ended January 31, 2011 and the year ended December 31, 2010, the Company recognized $613 million of reorganization income and $145 million of reorganization expense, respectively, which were classified as “Reorganization income (expense)” on the Consolidated Statements of Operations. Upon emergence from bankruptcy, the Company no longer reports reorganization income (expense). Any residual costs are included in “Selling, general and administrative expenses” on the Consolidated Statements of Operations.

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Intangible Assets, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Gross Cost and Accumulated Amortization of Intangible Assets

The gross cost and accumulated amortization of intangible assets, by major intangible asset category, were as follows:

	March 31, 2013
	Gross Cost		Accumulated Amortization			Foreign Currency			Net Carrying Amount
Customer relationships	$	294	$	(44	)	$	—		$	250
TiO2 technology		32		(3	)		—			29
Internal-use software		38		(3	)		(1	)		34
In-process research and development		5		(2	)		—			3
Trade names		3		(2	)		—			1
Other		1		—			—			1
Total	$	373	$	(54	)	$	(1	)	$	318

	December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(39	)	$	255
TiO2 technology		32		(3	)		29
Internal-use software		38		(2	)		36
In-process research and development		5		(2	)		3
Trade names		3		(1	)		2
Other		1		—			1
Total	$	373	$	(47	)	$	326

The gross cost and accumulated amortization of intangible assets, by major intangible asset category, were as follows:

	Successor
	December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(39	)	$	255
TiO2 technology		32		(3	)		29
Internal-use software(1)		38		(2	)		36
In-process research and development		5		(2	)		3
Trade names		3		(1	)		2
Other		1		—			1
Total	$	373	$	(47	)	$	326

(1) In connection with the Transaction, the Company acquired internal-use software, which was valued at $12 million on the Transaction Date. See Note 5.

	Successor
	December 31, 2011
	Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(19	)	$	275
TiO2 technology		32		(2	)		30
Internal-use software		12		—			12
In-process research and development		5		(1	)		4
Trade names		3		—			3
Other		1		—			1
Total	$	347	$	(22	)	$	325

Estimated Future Amortization Expense Related to Intangible Assets

Estimated future amortization expense related to intangible assets is as follows:

	Total Amortization
2013	$	21
2014		27
2015		26
2016		25
2017		25
Thereafter		194
Total	$	318

Estimated future amortization expense related to intangible assets is as follows:

	Total Amortization
2013	$	27
2014		27
2015		27
2016		25
2017		25
Thereafter		195
Total	$	326

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Segment Information - Segment Reporting Information of Revenue and Property, Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	2 Months Ended	3 Months Ended										3 Months Ended			3 Months Ended			3 Months Ended			11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2011	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013 South Africa	Dec. 31, 2012 South Africa	Mar. 31, 2013 Australia	Mar. 31, 2012 Australia	Dec. 31, 2012 Australia	Mar. 31, 2013 The Netherlands	Mar. 31, 2012 The Netherlands	Dec. 31, 2012 The Netherlands	Mar. 31, 2013 U.S. operations	Mar. 31, 2012 U.S. operations	Dec. 31, 2012 U.S. operations	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor South Africa	Dec. 31, 2012 Successor South Africa	Dec. 31, 2011 Successor Australia	Dec. 31, 2012 Successor Australia	Dec. 31, 2011 Successor The Netherlands	Dec. 31, 2012 Successor The Netherlands	Dec. 31, 2011 Successor U.S. operations	Dec. 31, 2012 Successor U.S. operations	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor	Jan. 31, 2011 Predecessor South Africa	Dec. 31, 2010 Predecessor South Africa	Jan. 31, 2011 Predecessor Australia	Dec. 31, 2010 Predecessor Australia	Jan. 31, 2011 Predecessor The Netherlands	Dec. 31, 2010 Predecessor The Netherlands	Jan. 31, 2011 Predecessor U.S. operations	Dec. 31, 2010 Predecessor U.S. operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales											$ 110		$ 108	$ 79		$ 65	$ 125		$ 187	$ 230					$ 298	$ 475	$ 443	$ 275	$ 248							$ 33	$ 317	$ 15	$ 209
Total	108	267	470	482	487	429	434	383	465	428												1,543	1,832									108	1,218
Property, plant and equipment, net and mineral leaseholds, net			2,737	2,862							1,169	1,263	1,317		1,348	52		55	199		196	542	2,862		1,263	304	1,348	54	55	184	196
Net Sales																														$ 793	$ 843									$ 60	$ 692

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Mineral Leaseholds, Net

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Mineral Leaseholds, Net

8. Mineral Leaseholds, Net

Mineral leaseholds, net of accumulated depletion, consisted of the following:

	March 31, 2013			December 31, 2012
Mineral leaseholds	$	1,462		$	1,502
Less accumulated depletion		(85	)		(63	)
Net	$	1,377		$	1,439

Depletion expense related to mineral leaseholds for the three months ended March 31, 2013 and 2012 was $24 million and less than $1 million, respectively.

9. Mineral Leaseholds

	Successor
	December 31, 2012			December 31, 2011
Mineral leaseholds	$	1,502		$	42
Less accumulated depletion		(63	)		(4	)
Net	$	1,439		$	38

Depletion expense related to mineral leaseholds for the year ended December 31, 2012, the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 was $59 million, $4 million, less than $1 million and $1 million, respectively.

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Earnings (Loss) Per Share - Computation of Basic and Diluted Earnings Per Share From Continuing Operations (Detail) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	1 Months Ended	2 Months Ended	3 Months Ended										12 Months Ended	11 Months Ended		12 Months Ended		1 Months Ended		12 Months Ended
	Jan. 31, 2011	Mar. 31, 2011	Mar. 31, 2013		Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012		Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Dec. 31, 2012	Dec. 31, 2011 Successor		Dec. 31, 2012 Successor		Jan. 31, 2011 Predecessor		Dec. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor
Numerator - Basic and Diluted:
Income from Continuing Operations														$ 242		$ 1,133		$ 631			$ 5
Net Income (Loss)			(45)					86						242		1,133		631		631	6
Add Loss attributable to noncontrolling interest			(12)										1			(1)
Less: Dividends paid																(61)
Undistributed earnings			(57)					86					0	242		1,073		631			5
Percentage allocated to ordinary shares			100.00%					100.00%						100.00%		99.26%		100.00%			100.00%
Undistributed earnings (loss) allocated to ordinary shares			(57)					86						242		1,065		631			5
Add: Dividends paid allocated to ordinary shares			29													60
Earnings (loss) available to ordinary shares			(57)					86
Earnings available to ordinary shares														$ 242		$ 1,125		$ 631			$ 5
Denominator - Basic:
Basic			113,317	[1]				75,390	[1]					74,905		98,985		41,311			41,232
Add: Effect of Dilutive Securities:
Restricted stock								245						275		49		88			151
Warrants								2,935						2,895		2,372
Options								95						20
Denominator - Dilutive			113,317					78,665						78,095		101,406		41,399			41,383
Earnings per Share:
Basic earnings (loss) per Share	$ 15.28	$ 0.14	$ (0.50)		$ (0.82)	$ (0.03)	$ 13.46	$ 1.14		$ 0.88	$ 1.32	$ 0.89		$ 3.22	[2]	$ 11.37	[2]	$ 15.28	[2]		$ 0.11	[2]
Diluted earnings (loss) per Share	$ 15.25	$ 0.13	$ (0.50)		$ (0.82)	$ (0.03)	$ 13.00	$ 1.10		$ 0.85	$ 1.25	$ 0.85		$ 3.10	[2]	$ 11.10	[2]	$ 15.25	[2]		$ 0.11	[2]

[1] On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 stock split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the unaudited condensed consolidated financial statements have been adjusted to reflect the stock split, unless otherwise noted.

[2] (1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of its Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor's consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 15 for additional information regarding the Company's share split.

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Intangible Assets, Net - Gross Cost and Accumulated Amortization of Intangible Assets (Parenthetical) (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Acquisition of internal-use software	$ 12

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Debt - Additional Information (Detail)	3 Months Ended		12 Months Ended			3 Months Ended		3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended				1 Months Ended		3 Months Ended		12 Months Ended	1 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended	1 Months Ended		1 Months Ended	3 Months Ended					3 Months Ended				3 Months Ended		12 Months Ended				3 Months Ended	12 Months Ended			12 Months Ended			12 Months Ended
	Mar. 31, 2013 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Feb. 14, 2011 USD ($)	Mar. 31, 2013 Senior Secured Term Loan USD ($)	Dec. 31, 2012 Kwinana Facility Asset Based Lending Facility	Mar. 31, 2013 Tiwest Joint Venture USD ($)	Dec. 31, 2012 Tiwest Joint Venture USD ($)	Mar. 31, 2012 Tiwest Joint Venture	Mar. 31, 2013 Exxaro USD ($)	Dec. 31, 2012 Exxaro USD ($)	Dec. 31, 2012 Senior Secured Notes USD ($)	Mar. 31, 2013 Term Facility USD ($)	Dec. 31, 2012 Term Facility USD ($)	Mar. 31, 2013 Term Facility Significant Other Observable Inputs (Level 2) USD ($)	Dec. 31, 2012 Term Facility Significant Other Observable Inputs (Level 2) USD ($)	Feb. 08, 2012 Term Facility Senior Secured Term Loan USD ($)	Jun. 30, 2012 Term Facility Senior Secured Delayed Draw USD ($)	Feb. 08, 2012 Term Facility Senior Secured Delayed Draw USD ($)	Mar. 31, 2013 Term Facility Senior Secured Delayed Draw USD ($)	Mar. 31, 2013 Secured Bonds USD ($)	Dec. 31, 2012 Secured Bonds USD ($)	Feb. 08, 2013 Exit Financing Facility USD ($)	Dec. 31, 2012 Exit Financing Facility USD ($)	Feb. 08, 2012 Exit Financing Facility	Mar. 31, 2013 Co-generation Unit Financing Arrangement USD ($)	Dec. 31, 2012 Co-generation Unit Financing Arrangement USD ($)	Feb. 28, 2013 Term Loan USD ($)	Mar. 31, 2013 Term Loan USD ($)	Feb. 28, 2013 Term Loan Senior Secured Delayed Draw USD ($)	Mar. 31, 2013 Term Loan Senior Secured Delayed Draw USD ($)	Mar. 31, 2013 Term Loan USD ($)	Mar. 31, 2013 Term Loan Euro Dollar Margin	Mar. 31, 2013 Senior Notes Significant Other Observable Inputs (Level 2) USD ($)	Dec. 31, 2012 Senior Notes Significant Other Observable Inputs (Level 2) USD ($)	Mar. 31, 2013 Financial Covenant	Mar. 31, 2013 Debt Covenants USD ($)	Mar. 31, 2013 Maximum USD ($)	Dec. 31, 2012 Maximum USD ($)	Mar. 31, 2013 Minimum Term Loan	Mar. 31, 2013 UBS Revolver USD ($)	Dec. 31, 2012 UBS Revolver USD ($)	Mar. 31, 2013 UBS Revolver Maximum USD ($)	Dec. 31, 2012 UBS Revolver Maximum USD ($)	Dec. 31, 2012 UBS Revolver Minimum	Mar. 31, 2013 ABSA Revolver USD ($)	Dec. 31, 2012 ABSA Revolver USD ($)	Dec. 31, 2012 ABSA Revolver ZAR	Mar. 31, 2013 ABSA Revolver ZAR	Dec. 31, 2012 Wells Revolver USD ($)	Dec. 31, 2011 Wells Revolver USD ($)	Mar. 31, 2013 Wells Revolver USD ($)	Dec. 31, 2012 Wells Revolver Maximum	Feb. 14, 2011 Wells Revolver Maximum USD ($)
Line Of Credit Facility Covenant Compliance [Line Items]
Principal borrowing amount																																												$ 300,000,000	$ 300,000,000		$ 98,000,000	$ 106,000,000	900,000,000	900,000,000					$ 125,000,000
Borrowing base																																										275,000,000	221,000,000
Debt issuance cost			17,000,000																		17,000,000	18,000,000	18,000,000										28,000,000									7,000,000	7,000,000				1,000,000	1,000,000
Amortization expense																																	1,000,000									1,000,000	1,000,000				1,000,000	1,000,000
Borrowings																																															29,000,000	54,000,000	450,000,000	250,000,000
Short-Term Borrowings			30,000,000																																													30,000,000	250,000,000
Borrowings																																																			30,000,000	39,000,000
Amount of exit facility																		550,000,000		150,000,000
Net original Issue discount	12,000,000		6,000,000			5,000,000								7,000,000	7,000,000					7,000,000
Principal amount percent																				1.00%
Payments made during the year			3,000,000																										149,000,000
Proceeds from borrowings	945,000,000	550,000,000																	150,000,000												150,000,000
Loss on extinguishment of debt	(4,000,000)																															4,000,000
Proceeds from senior secured term loan	1,500,000,000
Senior secured term loan, Maturity Date	2020-03
Original Issue discount, percent	0.50%
Allocated unamortized original issue discount and debt issuance costs, amortization	20,000,000					16,000,000																								11,000,000
Borrowings	696,000,000					547,000,000																																					30
Additional Percentage margin of LIBOR rate				1.00%																						3.25%							2.50%	3.50%											1.00%	0.50%		3.50%	3.50%
Interest Rate																																									1.00%
Base Rate																																									2.00%
Aggregate principal amount issued	900,000,000		900,000,000
Senior notes percentage due 2020	6.375%		6.375%
Senior notes bear interest rate sold at par value	6.375%		6.375%
Amortization expense, debt issuance cost	1,000,000		1,000,000
Initial Principal Amount					425,000,000									700,000,000	700,000,000								900,000,000		425,000,000		16,000,000	16,000,000					1,500,000,000
Repayment in connection with refinancing																								421,000,000	421,000,000
Additional debt amount								8,000,000	8,000,000		6,000,000	6,000,000
Investment in joint venture operation			50.00%				50.00%	100.00%	50.00%	100.00%	50.00%	50.00%
Interest accrual rate	6.50%		6.50%
Principal Repayment	10,000,000		11,000,000																								1,000,000	2,000,000
Weighted average interest rate	17.00%		17.00%
Net assets recorded under capital leases	8,000,000		9,000,000
Lease Financing																																							1,000,000	1,000,000
Fair value of term loan																882,000,000	709,000,000																		1,523,000,000	910,000,000
Leverage ratio																																					0.02
Payment of dividend																																						$ 0.25
Variable Rate description			LIBOR rate for a one-month period plus 1%
Percentage margin of federal funds rate																									4.00%	2.25%																	0.50%
Applicable margin ranges for borrowings																																											1.50%
Borrowings at the adjusted LIBOR rate																																											2.00%
Repayments																																																24,000,000	200,000,000
Maturity date of senior secured asset-based revolving credit agreement														Feb. 08, 2018	Feb. 08, 2018								Aug. 15, 2020		Oct. 21, 2015		Feb. 01, 2016	Feb. 01, 2016					Mar. 19, 2020									Jun. 18, 2017					Jun. 14, 2017							Feb. 14, 2015
Fees incurred in connection with refinancing																																																			4,000,000
Short-term debt acquired in connection with the transaction, repaid throughout the year			75,000,000
Fair value of secured notes													910,000,000		709,000,000
Proceeds from Senior Notes expected to be used for returns of shareholder capital, including share buybacks			326,000,000
Increase or decrease based on the Company's public credit rating															0.25%
Debt issuance costs paid			12,000,000	5,000,000
Percentage of stated rate used to calculate base rate under condition three																									3.00%
Percentage of stated rate used to calculate Eurodollar rate under condition two																									2.00%
Requirement to maintain minimum fixed charge coverage ratio																																											1
Amount of excess availability under condition one to maintain minimum fixed charge coverage ratio																																											$ 20,000,000
Condition two to maintain minimum fixed charge coverage ratio																																											10% of the lesser of (x) the aggregate commitments in effect at such time and (y) the borrowing base
Description of period to maintain to minimum fixed charge coverage ratio																																											Preceding 60 consecutive days, borrowing availability would have been at all times greater than the greater of (i) $20 million and (ii) 10% of the aggregate commitments in effect at such time

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Acquisition of the Mineral Sands Business

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Acquisition of the Mineral Sands Business

4. Acquisition of the Mineral Sands Business

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire the mineral sands business. The Company accounted for the Transaction under Accounting Standards Codification (“ASC”) 805, Business Combinations, (“ASC 805”). The excess of the fair value of the net assets acquired over the value of consideration was recorded as an initial bargain purchase gain. Subsequent to the Transaction, the Company made adjustments to its initial valuation. Further adjustments may result before the end of the measurement period, which ends in June 2013. The bargain purchase gain was not taxable for income tax purposes.

Mineral Sands Business Results of Operations

The following table includes net sales and income from operations on a segment basis attributable to the acquired mineral sands business for the three months ended March 31, 2013. The results of the acquired mineral sands business are included in both the mineral sands segment and the pigment segment.

	Mineral Sands		Pigment			Eliminations			Total
Net Sales	$	241	$	—		$	(107	)	$	134
Income (Loss) from Operations	$	74	$	(17	)	$	(18	)	$	39

Supplemental Pro forma financial information

The following unaudited pro forma information gives effect to the Transaction as if it had occurred on the first day of the first quarter of fiscal 2012. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as (1) converting the mineral sands business financial statements to U.S. GAAP, (2) conforming the mineral sands business accounting policies to those applied by Tronox Incorporated, (3) to record certain incremental expenses resulting from purchase accounting adjustments, such as incremental depreciation expense in connection with fair value adjustments to property, plant and equipment, (4) to eliminate intercompany transactions between Tronox Incorporated and the mineral sands business, (5) to record the effect on interest expense related to borrowings in connection with the Transaction and (6) to record the related tax effects. The unaudited pro forma financial information is for illustrative purposes only and should not be relied upon as being indicative of the historical results that would have been obtained if the Transaction had actually occurred on that date, nor the results of operations in the future.

In accordance with ASC 805, the supplemental pro forma results of operations for the three months ended March 31, 2012:

	2012
Net Sales	$	562
Income from Operations	$	200
Net Income	$	153
Net Income attributable to Tronox Limited Shareholders	$	143
Basic earnings per share attributable to Tronox Limited Shareholders	$	1.13
Diluted earnings per share attributable to Tronox Limited Shareholders	$	1.10

5. Acquisition of the Mineral Sands Business

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire the mineral sands business. On June 15, 2012, the existing business of Tronox Incorporated was combined with the mineral sands business under Tronox Limited. The Transaction was completed in two principal steps. First, Tronox Incorporated became a subsidiary of Tronox Limited, with Tronox Incorporated shareholders receiving one Class A Share and $12.50 in cash (“Merger Consideration”) for each share of Tronox Incorporated common stock. Second, Tronox Limited issued 9,950,856 Class B Shares to Exxaro and one of its subsidiaries in consideration for the mineral sands business. Exxaro retained an approximate 26% ownership interest in the South African operations that are part of the mineral sands business in order to comply with the BEE legislation of South Africa. The ownership interest in the South African operations may be exchanged for Class B Shares under certain circumstances.

Prior to the Transaction Date, Tronox Incorporated and Exxaro Australia Sands Pty Ltd., a subsidiary of Exxaro, operated the Tiwest Joint Venture, which included a chloride process TiO₂ plant located in Kwinana, Western Australia, a mining operation in Cooljarloo, Western Australia, and a mineral separation plant and a synthetic rutile processing facility, both in Chandala, Western Australia. As part of the Transaction, the Company acquired Exxaro Australia Sands Pty Ltd. and therefore Exxaro’s 50% interest in the Tiwest Joint Venture. As a result, as of the Transaction Date, Tronox Limited owns 100% of the operations formerly operated by the Tiwest Joint Venture.

Purchase price and fair value of assets acquired and liabilities assumed

The Company accounted for the Transaction under ASC 805, which requires recording assets and liabilities at fair value. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed were recorded based on their preliminary estimated fair values on the Transaction Date. Because the total consideration transferred was less than the fair value of the net assets acquired, the excess of the value of the net assets acquired over the fair value of consideration received was recorded as an initial bargain purchase gain of approximately $1,061 million during the second quarter of 2012. The initial valuations were derived from estimated fair value assessments and assumptions used by management, and were preliminary. Subsequent to the Transaction, the Company has made adjustments to its initial valuation, which reduced the gain on bargain purchase to $1,055 million. Further adjustments may result before the end of the measurement period, which ends in June 2013. The bargain purchase gain is not taxable for income tax purposes. See Note 17 for a discussion of the tax impact of the transaction.

	Valuation		Net Adjustments to Fair Value			As Adjusted
Consideration:
Number of Class B Shares(1)		9,950,856		—			9,950,856
Fair value of Class B Shares on the Transaction Date	$	137.70		—			137.70
Fair value of equity issued(2)	$	1,370		—			1,370
Cash paid		—		1			1
Noncontrolling interest(3)		291		(58	)		233
	$	1,661	$	(57	)	$	1,604
	Valuation		Net Adjustments to Fair Value			As Adjusted
Fair Value of Assets Acquired and Liabilities Assumed:
Current Assets:
Cash	$	115	$	—		$	115
Accounts receivable		199		(3	)		196
Inventories		622		(69	)		553
Prepaid and other assets		32		(12	)		20
Total Current Assets		968		(84	)		884
Property, plant and equipment, net(4)		1,012		(132	)		880
Mineral leaseholds, net(5)		1,299		158			1,457
Intangibles, net(4)		—		12			12
Deferred tax asset		26		4			30
Other long-term assets		19		—			19
Total Assets	$	3,324	$	(42	)	$	3,282
Current Liabilities:
Accounts payable		93		17			110
Accrued liabilities		25		—			25
Unfavorable contracts(6)		83		2			85
Short-term debt		76		(1	)		75
Current deferred tax liability		28		(14	)		14
Income taxes payable		2		—			2
Total Current Liabilities		307		4			311
Long-term debt		19		—			19
Deferred tax liability		212		(3	)		209
Asset retirement obligations		57		—			57
Other		7		20			27
Total Liabilities		602		21			623
Net Assets	$	2,722	$	(63	)	$	2,659
Gain on Bargain Purchase(7)	$	1,061	$	(6	)	$	1,055

(1) The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 share split as discussed in Note 15.

(2) The fair value of the Class B shares issued was determined based the closing market price of Tronox Incorporated’s common shares on June 14^, 2012, less a 15% discount for marketability due to a restriction that the shares cannot be sold for a period of at least three years following the Transaction Date.

(3) The fair value of the noncontrolling interest is based upon a structured arrangement with Tronox Limited, which allows the ownership interest to be exchanged for approximately 1.45 million additional Class B shares until the earlier of the 10 year anniversary of the Transaction Date or the date when the South African Department of Mineral Resources determines that ownership is no longer required under the BEE legislation.

(4) The fair value of property, plant and equipment and internal use software was determined using the cost approach, which estimates the replacement cost of each asset using current prices and labor costs, less estimates for physical, functional and technological obsolescence.

(5) The fair value of mineral rights was determined using the Discounted Cash Flow (“DCF” ) method, which was based upon the present value of the estimated future cash flows for the expected life of the asset taking into account the relative risk of achieving those cash flows and the time value of money. Discount rates of 17% for South Africa and 15.5% for Australia were used taking into account the risks associated with such assets, as well as the economic and political environment where each asset is located.

(6) The fair value of unfavorable contracts was determined by multiplying the committed tonnage in each contract by the difference between the committed price in the contract versus the estimated market price over the term of the contract.

(7) In accordance with ASC 805-10-25-14, the measurement period for the Transaction ends in June 2013.

Mineral Sands Business Results of Operations

The following table includes net sales and income from operations on a segment basis attributable to the acquired mineral sands business since June 15, 2012. The results of the acquired mineral sands business are included in both the mineral sands segment and the pigment segment.

	Mineral		Pigment			Eliminations			Total
Net Sales	$	489	$	64		$	(29	)	$	524
Income from Operations	$	8	$	(36	)	$	(2	)	$	(30	)

Supplemental Pro forma financial information

The following unaudited pro forma information gives effect to the Transaction as if it had occurred on the first day of the first quarter of fiscal 2011 (January 1, 2011). The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as (1) converting the mineral sands business financial statements to U.S. GAAP, (2) conforming the mineral sands business accounting policies to those applied by Tronox Incorporated, (3) to record certain incremental expenses resulting from purchase accounting adjustments, such as incremental depreciation expense in connection with fair value adjustments to property, plant and equipment, (4) to eliminate intercompany transactions between Tronox Incorporated and the mineral sands business, (5) to record the effect on interest expense related to borrowings in connection with the transaction and (6) to record the related tax effects. The unaudited pro forma financial information also includes adjustments for certain non-recurring items as of the first day of the first quarter of fiscal 2011 (January 1, 2011) such as (1) the impact of transaction costs of approximately $95 million, (2) the impact of the adjusted bargain purchase gain of $1,055 million and (3) the impact of reorganization income arising from Tronox Incorporated’s emergence from bankruptcy in the one month ended January 31, 2011 of approximately $613 million. The unaudited pro forma financial information is for illustrative purposes only and should not be relied upon as being indicative of the historical results that would have been obtained if the Transaction had actually occurred on that date, nor the results of operations in the future.

In accordance with ASC 805, the supplemental pro forma results of operations for the years ended December 31, 2012 and 2011, as if the mineral sands business had been acquired on January 1, 2011, are as follows:

	Years Ended December 31,
	2012		2011
Net Sales	$	2,120	$	2,302
Income from Operations	$	296	$	407
Net Income	$	239	$	2,105
Net Income attributable to Tronox Limited Shareholders	$	207	$	2,051
Basic earnings per share attributable to Tronox Limited Shareholders	$	1.70	$	16.29
Diluted earnings per share attributable to Tronox Limited Shareholders	$	1.67	$	15.91

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor
Cash Flows from Operating Activities:
Net income	$ (45)	$ 86	$ 242	$ 1,133	$ 631	$ 6
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, Depletion and Amortization	73	22	79	211	4	50
Deferred income taxes	3		4	(162)	1	(5)
Share-based compensation expense	5	7	14	31		1
Amortization of debt issuance costs and discount on debt	2	1	1	10		9
Loss on extinguishment of debt	4
Pension and postretirement healthcare benefit expense (income), net	2	2	4	5		(11)
Gain on bargain purchase				(1,055)
Provision for environmental remediation and restoration, net of reimbursements						(49)
Other noncash items affecting net income	10	2	(7)	201		5
Reorganization items					(954)	(37)
Contributions to employee pension and postretirement plans	(1)		(8)	(31)		(7)
Changes in assets and liabilities (net of effects of acquisition):
(Increase) decrease in accounts receivable	(36)	(73)	(58)	83	(10)	(11)
(Increase) decrease in inventories	24	(93)	(64)	(222)	(15)	(7)
(Increase) decrease in prepaids and other assets	11		28	16	36	20
(Decrease) increase in accounts payable and accrued liabilities	(41)	6	(28)	(107)	24	100
(Decrease) increase in taxes payable	(7)	15	26	2		(1)
Other, net	(5)	(1)	30	3		14
Cash provided by (used in) operating activities	(1)	(26)	263	118	(283)	77
Cash Flows from Investing Activities:
Capital expenditures	(45)	(21)	(133)	(166)	(6)	(45)
Cash paid in acquisition of minerals sands business				(1)
Cash received in acquisition of minerals sands business				115
Proceeds from the sale of assets			1
Cash used in investing activities	(45)	(21)	(132)	(52)	(6)	(45)
Cash Flows from Financing Activities:
Reductions of debt	(179)	(421)	(45)	(585)		(425)
Proceeds from borrowings	945	550	14	1,707	25	425
Debt issuance costs	(28)	(19)	(5)	(38)	(2)	(15)
Merger consideration				(193)
Class A ordinary share repurchases				(326)
Shares purchased for the Employee Participation Plan				(15)
Dividends paid	(29)			(61)
Proceeds from conversion of warrants	1	1	1	1
Proceeds from rights offering					185
Fees related to rights offering and other related debt costs						(17)
Cash provided by (used in) financing activities	710	111	(35)	490	208	(32)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	(5)	5	(3)	6		(1)
Net Increase (Decrease) in Cash and Cash Equivalents	659	69	93	562	(81)	(1)
Cash and Cash Equivalents at Beginning of Period	716	154	61	154	142	143
Cash and Cash Equivalents at End of Period	1,375	223	154	716	61	142
Supplemental Cash Flow Information:
Interest paid			29	34	3	40
Net income taxes paid			$ 8	$ 26		$ 6

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended			11 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2013	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Income Taxes [Line Items]
Percentage Of U.S statutory rate				35.00%
Percentage Of Australian statutory rate		30.00%
Gain on bargain purchase			$ 1,061			$ 185
Deferred income taxes as part of reorganization income		3				12
Tax deduction for the premium paid to the creditors						1,130
Federal tax benefit						395
State tax benefit						51
Provision for deferred income taxes						0
Valuation allowance					215	192	215
Undistributed earnings		(57)		86		0
Undistributed earnings of certain foreign subsidiaries						199
Tax position						1	1
Tax position, unrecognized					1	3	1
Unrecognized tax benefits for interest						4
Recognizes interest and penalties related to unrecognized tax benefits	0				(10)	0		2
Reserve for uncertain tax positions					$ 2	$ 4	$ 2

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Segment Information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Segment Reporting Information

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense) and income tax expense or benefit.

	Mineral Sands		Pigment			Corporate And Other			Eliminations			Total
Three Months Ended March 31, 2013
Net Sales(1)	$	298	$	288		$	27		$	(143	)	$	470
Income (loss) from operations		96		(68	)		(24	)		(23	)		(19	)
Interest and debt expense													(27	)
Loss on extinguishment of debt													(4	)
Other income													6
Loss from Continuing Operations before Income Taxes												$	(44	)
Depreciation, Depletion and Amortization	$	49	$	21		$	3		$	—		$	73
Capital Expenditures		31		13			1			—			45
Three Months Ended March 31, 2012
Net Sales(1)	$	83	$	362		$	31		$	(42	)	$	434
Income (loss) from operations		51		109			(28	)		(19	)		113
Interest and debt expense													(8	)
Other expense													(1	)
Income from Continuing Operations before Income Taxes												$	104
Depreciation, Depletion and Amortization	$	4	$	15		$	3		$	—		$	22
Capital Expenditures		—		12			9			—			21

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense) and income tax expense or benefit.

	Mineral Sands		Pigment		Corporate And Other			Eliminations			Total
Successor: Twelve Months Ended December 31, 2012
Net Sales	$	760	$	1,246	$	128		$	(302	)	$	1,832
Income (Loss) from operations		156		57		(139	)		(49	)		25
Interest and debt expense												(65	)
Other income (expense)												(7	)
Gain on bargain purchase												1,055
Income (Loss) from Continuing Operations before Income Taxes											$	1,008
Total Assets	$	3,164	$	1,680	$	725		$	(58	)	$	5,511
Depreciation, Depletion and Amortization		125		71		15			—			211
Capital Expenditures		96		39		31			—			166
Successor: Eleven Months Ended December 31, 2011
Net Sales	$	160	$	1,327	$	133		$	(77	)	$	1,543
Income (Loss) from operations		42		323		(54	)		(9	)		302
Interest and debt expense												(30	)
Other income (expense)												(10	)
Income (Loss) from Continuing Operations before Income Taxes											$	262
Total Assets	$	228	$	1,217	$	224		$	(12	)	$	1,657
Depreciation, Depletion and Amortization		—		67		12			—			79
Capital Expenditures		—		117		16			—			133
Predecessor: January 1 through January 31, 2011
Net Sales	$	8	$	89	$	14		$	(3	)	$	108
Income (Loss) from operations		2		20		(1	)		(1	)		20
Interest and debt expense												(3	)
Other income												2
Reorganization income												613
Income from Continuing Operations before Income Taxes												632
Total Assets	$	221	$	987	$	241		$	(1	)	$	1,448
Depreciation, Depletion and Amortization		—		3		1			—			4
Capital Expenditures		—		4		1			1			6
Predecessor: Twelve Months Ended December 31, 2010
Net Sales	$	109	$	1,005	$	153		$	(49	)	$	1,218
Income (Loss) from operations		7		163		40			—			210
Interest and debt expense												(50	)
Other income (expense)												(8	)
Reorganization expense												(145	)
Income (Loss) from Continuing Operations before Income Taxes											$	7
Total Assets	$	152	$	564	$	382		$	—		$	1,098
Depreciation, Depletion and Amortization		—		40		10			—			50
Capital Expenditures		—		37		8			—			45

Segment Reporting Information of Revenue and Property, Plant and Equipment

(1) Net sales by geographic region, based on country of production, were as follows:

	Three Months Ended March 31,
	2013		2012
U.S. operations	$	187	$	230
International operations:
Australia		108		79
The Netherlands		65		125
South Africa		110		—
Total	$	470	$	434

Net assets by segment were as follows:

	March 31, 2013		December 31, 2012
Mineral Sands	$	2,796	$	3,164
Pigment		1,735		1,680
Corporate and Other		1,365		725
Eliminations		119		(58	)
Total	$	6,015	$	5,511

Property, plant and equipment, net and mineral leaseholds, net, by geographic region, were as follows:

	March 31, 2013		December 31, 2012
U.S. operations	$	199	$	196
International operations:
South Africa		1,169		1,263
Australia		1,317		1,348
The Netherlands		52		55
Total	$	2,737	$	2,862

	Successor				Predecessor
	Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011		Year Ended December 31, 2010
Net Sales(1)
U.S. operations	$	843	$	793	$	60	$	692
International operations:
Australia		443		475		33		317
The Netherlands		248		275		15		209
South Africa		298		—		—		—
Total	$	1,832	$	1,543	$	108	$	1,218

(1) Based on country of production.

	Successor
	December 31, 2012		December 31, 2011
Net Property, Plant and Equipment and Net Mineral Leaseholds
U.S. operations	$	196	$	184
International operations:
South Africa		1,263		—
Australia		1,348		304
The Netherlands		55		54
Total	$	2,862	$	542

(1) Based on country of production.

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Income Taxes - Schedule of Tax Loss Carry Forwards (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Tax Credit Carryforward [Line Items]
2013	$ 22
2014	52
2015	31
2016	17
2017	3
Thereafter	3,232
Total tax losses	3,357
Australia
Tax Credit Carryforward [Line Items]
Thereafter	253
Total tax losses	253
U S Federal [Member]
Tax Credit Carryforward [Line Items]
Thereafter	1,226
Total tax losses	1,226
United States
Tax Credit Carryforward [Line Items]
2016	11
Thereafter	1,431
Total tax losses	1,442
Other [Member]
Tax Credit Carryforward [Line Items]
2013	22
2014	52
2015	31
2016	6
2017	3
Thereafter	322
Total tax losses	$ 436

XML

Noncontrolling Interest (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Reconciliation of Beginning and Ending Balances of Non-Controlling Interest

The changes in noncontrolling interest on the Company’s unaudited Condensed Consolidated Balance Sheets were as follows:

Balance at December 31, 2012	$	233
Net income attributable to noncontrolling interest		12
Effect of exchange rate changes		(28	)
Balance at March 31, 2013	$	217

A reconciliation of the beginning and ending balances of noncontrolling interest on the Company’s Consolidated Balance Sheets is presented below.

Balance at January 1, 2012	$	—
Fair value of noncontrolling interest on the Transaction Date		233
Net loss attributable to noncontrolling interest		(1	)
Effect of exchange rate changes		1
Balance at December 31, 2012	$	233

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Condensed Consolidated Statement Of Operations (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	2 Months Ended	3 Months Ended								12 Months Ended	11 Months Ended	12 Months Ended		1 Months Ended	12 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2011	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Dec. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor	Mar. 31, 2013 Eliminations	Mar. 31, 2012 Eliminations	Dec. 31, 2011 Eliminations Successor	Dec. 31, 2012 Eliminations Successor	Jan. 31, 2011 Eliminations Predecessor	Dec. 31, 2010 Eliminations Predecessor	Mar. 31, 2013 Parent	Mar. 31, 2012 Parent	Dec. 31, 2011 Parent Successor	Dec. 31, 2012 Parent Successor	Jan. 31, 2011 Parent Predecessor	Dec. 31, 2010 Parent Predecessor	Mar. 31, 2013 Guarantor Subsidiaries	Mar. 31, 2012 Guarantor Subsidiaries	Dec. 31, 2011 Guarantor Subsidiaries Successor	Dec. 31, 2012 Guarantor Subsidiaries Successor	Jan. 31, 2011 Guarantor Subsidiaries Predecessor	Dec. 31, 2010 Guarantor Subsidiaries Predecessor	Mar. 31, 2013 Non-Guarantor Subsidiaries	Mar. 31, 2012 Non-Guarantor Subsidiaries	Dec. 31, 2011 Non-Guarantor Subsidiaries Successor	Dec. 31, 2012 Non-Guarantor Subsidiaries Successor	Jan. 31, 2011 Non-Guarantor Subsidiaries Predecessor	Dec. 31, 2010 Non-Guarantor Subsidiaries Predecessor
Parent Company Only Financial Information [Line Items]
Net Sales	$ 108	$ 267	$ 470	$ 482	$ 487	$ 429	$ 434	$ 383	$ 465	$ 428		$ 1,543	$ 1,832		$ 108		$ 1,218	$ (95)	$ (18)	$ 9	$ (153)	$ (23)	$ (299)							$ 312	$ 364	$ 1,207	$ 1,340	$ 111	$ 1,240	$ 253	$ 88	$ 327	$ 645	$ 20	$ 277
Cost of goods sold	83	230	438	543	444	304	277	242	322	310		1,104	1,568		83		996	(68)	(13)	22	(104)	(22)	(289)							303	233	856	1,057	89	1,047	203	57	226	615	16	238
Gross Margin			32				157					439	264		25		222	(27)	(5)	(13)	(49)	(1)	(10)							9	131	351	283	22	193	50	31	101	30	4	39
Selling, general and administrative expenses			51				44					152	239		5		59	(1)	(1)	(3)	(4)	(1)	(9)	5			98			35	41	142	115	5	56	12	4	13	30	1	12
Litigation/arbitration settlement												(10)																				(10)
Provision for environmental remediation and restoration, net of reimbursements												(5)					(47)															(5)			(47)
Income (Loss) from Operations			(19)				113					302	25		20		210	(26)	(4)	(10)	(45)		(1)	(5)			(98)			(26)	90	224	168	17	184	38	27	88		3	27
Interest and debt expense			(27)				(8)					(30)	(65)		(3)		(50)							137			297			(163)	(5)	(20)	(356)	(3)	(38)	(1)	(3)	(10)	(6)		(12)
Other income (expense)			6				(1)					(10)	(7)		2		(8)		37		432						(95)				(35)		(336)				(3)		(8)
Other income (expense)			2									(10)			615		(153)			31		2	121							(6)		(35)		550	(159)	8		(6)		63	(115)
Gain on bargain purchase						1,061					185		1,055														1,055
Equity in earnings of subsidiary																		(150)	(37)	(72)	1,142	(63)	114	(150)			(1,144)				37	72	2	63	(114)
Income (Loss) from Continuing Operations before Income Taxes			(44)				104					262	1,008		632		7	124	(4)	(51)	1,529	(61)	234	(18)			15			(195)	87	241	(522)	627	(127)	45	21	72	(14)	66	(100)
Income tax benefit (provision)			(1)				(18)				0	(20)	125		(1)		(2)						(1)	(39)			(60)			51		6	139	(1)	6	(13)	(18)	(26)	46		(7)
Income (loss) from Continuing Operations												242	1,133		631		5			(51)		(61)	233									247		626	(121)			46		66	(107)
Income from discontinued operations																	1																		1
Net Income (Loss)			(45)				86					242	1,133		631	631	6	124	(4)	(51)	1,529	(61)	233	(57)			(45)			(144)	87	247	(383)	626	(120)	32	3	46	32	66	(107)
Income attributable to noncontrolling interest			12								(1)		1																	12			1
Net Income (Loss) attributable to Tronox Limited	$ 631	$ 10	$ (57)	$ (96)	$ (1)	$ 1,144	$ 86	$ 67	$ 99	$ 66	$ 1,133	$ 242	$ 1,134	$ 242	$ 631		$ 6	$ 124			$ 1,529			$ (57)			$ (45)			$ (156)			$ (382)			$ 32			$ 32

XML

Asset Retirement Obligations - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Asset Retirement Obligations [Line Items]
Environmental rehabilitation trust assets	$ 81	$ 59
Environmental Issue
Asset Retirement Obligations [Line Items]
Environmental rehabilitation trust assets	$ 19	$ 20

XML

Acquisition of the Mineral Sands Business - Calculation of Total Purchase Price and Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed from Exxaro (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2012
Current Assets:
Inventories		$ 553
Current Liabilities:
Gain on bargain purchase	1,061	185
Class B common stock
Business Acquisition [Line Items]
Number of Class B Shares		9,950,856
Current Liabilities:
Restriction related to shares that cannot be sold		3 years
Valuation
Business Acquisition [Line Items]
Fair value of Class B Shares on the Transaction Date		$ 137.70
Fair value of equity issued		1,370
Noncontrolling interest		291
Total		1,661
Current Assets:
Cash		115
Accounts receivable		199
Inventories		622
Prepaid and other assets		32
Total Current Assets		968
Property, plant and equipment, net		1,012
Mineral leaseholds, net		1,299
Deferred tax asset		26
Other long-term assets		19
Total Assets		3,324
Current Liabilities:
Accounts payable		93
Accrued liabilities		25
Unfavorable contracts		83
Short-term debt		76
Current deferred tax liability		28
Income taxes payable		2
Total Current Liabilities		307
Long-term debt		19
Deferred tax liability		212
Asset retirement obligations		57
Other		7
Total Liabilities		602
Net Assets		2,722
Gain on bargain purchase		1,061
Valuation | Class B common stock
Business Acquisition [Line Items]
Number of Class B Shares		9,950,856
Net Adjustments To Fair Value
Business Acquisition [Line Items]
Cash paid		1
Noncontrolling interest		(58)
Total		(57)
Current Assets:
Accounts receivable		(3)
Inventories		(69)
Prepaid and other assets		(12)
Total Current Assets		(84)
Property, plant and equipment, net		(132)
Mineral leaseholds, net		158
Intangibles, net		12
Deferred tax asset		4
Total Assets		(42)
Current Liabilities:
Accounts payable		17
Unfavorable contracts		2
Short-term debt		(1)
Current deferred tax liability		(14)
Total Current Liabilities		4
Deferred tax liability		(3)
Other		20
Total Liabilities		21
Net Assets		(63)
Gain on bargain purchase		(6)
As Adjusted
Business Acquisition [Line Items]
Fair value of Class B Shares on the Transaction Date		$ 137.70
Fair value of equity issued		1,370
Cash paid		1
Noncontrolling interest		233
Total		1,604
Current Assets:
Cash		115
Accounts receivable		196
Inventories		553
Prepaid and other assets		20
Total Current Assets		884
Property, plant and equipment, net		880
Mineral leaseholds, net		1,457
Intangibles, net		12
Deferred tax asset		30
Other long-term assets		19
Total Assets		3,282
Current Liabilities:
Accounts payable		110
Accrued liabilities		25
Unfavorable contracts		85
Short-term debt		75
Current deferred tax liability		14
Income taxes payable		2
Total Current Liabilities		311
Long-term debt		19
Deferred tax liability		209
Asset retirement obligations		57
Other		27
Total Liabilities		623
Net Assets		2,659
Gain on bargain purchase		$ 1,055
As Adjusted | Class B common stock
Business Acquisition [Line Items]
Number of Class B Shares		9,950,856

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Pension and Other Postretirement Healthcare Benefits - Weighted Average Assumptions Used to Determine Actuarial Present Value (Detail) (Schedule Of Defined Net Periodic Benefit Cost [Member])	12 Months Ended
	Dec. 31, 2012 Successor United States	Dec. 31, 2011 Successor United States	Dec. 31, 2012 Successor International	Dec. 31, 2011 Successor International	Dec. 31, 2010 Predecessor United States	Dec. 31, 2010 Predecessor International
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.75%	4.50%	3.50%	5.25%	5.00%	5.00%
Rate of compensation increases		3.50%	3.50%	3.50%	3.50%	3.50%

XML

Cash Flows Statement Data

12 Months Ended

Dec. 31, 2012

Cash Flows Statement Data

21. Cash Flows Statement Data

Other noncash items included in the reconciliation of net income to net cash flows from operating activities include the following:

	Successor					Predecessor
	Year Ended December 31, 2012		Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011		Year Ended December 31, 2010
Accrued transfer taxes	$	37	$	—		$	—	$	—
Amortization of fair value inventory step-up		152		—			—		—
Other net adjustments		12		(7	)		—		5
Total	$	201	$	(7	)	$	—	$	5

XML

Segment Information - Additional Information (Detail)	Mar. 31, 2013	Dec. 31, 2012	Jun. 30, 2012
Segment Reporting Information [Line Items]
Percentage of outstanding voting securities of Tronox Limited	50.00%
Exxaro
Segment Reporting Information [Line Items]
Acquisition of South African mineral sands operations, including its Namakwa and KwaZulu-Natal ("KZN") Sands mines	74.00%	74.00%	74.00%
Tiwest Joint Venture
Segment Reporting Information [Line Items]
Percentage of outstanding voting securities of Tronox Limited	50.00%	50.00%

XML

Pension and Other Postretirement Healthcare Benefits - Components of Net Periodic Pension and Postretirement Healthcare Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013 Retirement Plans	Mar. 31, 2012 Retirement Plans	Dec. 31, 2011 Successor Retirement Plans	Dec. 31, 2012 Successor Retirement Plans	Dec. 31, 2011 Successor Postretirement healthcare plan	Dec. 31, 2012 Successor Postretirement healthcare plan	Jan. 31, 2011 Predecessor Retirement Plans	Dec. 31, 2010 Predecessor Retirement Plans	Jan. 31, 2011 Predecessor Postretirement healthcare plan	Dec. 31, 2010 Predecessor Postretirement healthcare plan
Net periodic cost:
Service cost	$ 1	$ 2	$ 3	$ 3	$ 1	$ 1		$ 2
Interest cost	5	6	21	22		1	2	25		1
Expected return on plan assets	(5)	(6)	(20)	(21)			(2)	(30)
Net amortization - Prior service(credit)									(1)	(14)
Net amortization of actuarial loss	1						1	4
Total net periodic cost	$ 2	$ 2	$ 4	$ 4	$ 1	$ 2	$ 1	$ 1	$ (1)	$ (13)

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Asset Retirement Obligations - Summary of AROs by Geographic Region (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Asset Retirement Obligation [Line Items]
Total AROs	$ 111	$ 108
Australia
Asset Retirement Obligation [Line Items]
Total AROs	67	62
South Africa
Asset Retirement Obligation [Line Items]
Total AROs	32	34
The Netherlands
Asset Retirement Obligation [Line Items]
Total AROs	11
UNITED STATES
Asset Retirement Obligation [Line Items]
Total AROs	1
Botlek
Asset Retirement Obligation [Line Items]
Total AROs		11
Hamilton
Asset Retirement Obligation [Line Items]
Total AROs		$ 1

XML

Noncontrolling Interest - Reconciliation of Beginning and Ending Balances of Non-Controlling Interest (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Noncontrolling Interest [Line Items]
Beginning Balance	$ 233
Fair value of noncontrolling interest on the Transaction Date			233
Net income (loss) attributable to noncontrolling interest	12		(1)
Effect of exchange rate changes	(28)		1
Ending Balance	$ 217		$ 233

XML

Mineral Leaseholds, Net - Summary of Mineral Leaseholds (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor
Schedule Of Leases [Line Items]
Mineral leaseholds	$ 1,462	$ 1,502	$ 1,502	$ 42
Less accumulated depletion	(85)	(63)	(63)	(4)
Net	$ 1,377	$ 1,439	$ 1,439	$ 38

XML

Accrued Liabilities - Accrued Liabilities (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Value of sales contract	$ 85

XML

Acquisition of the Mineral Sands Business - Calculation of Amount of Net Sales and Earnings from Acquisition of Mineral Sands Business (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	2 Months Ended	3 Months Ended													12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2011	Mar. 31, 2011	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013 Minerals Sands	Mar. 31, 2012 Minerals Sands	Mar. 31, 2013 Pigment	Mar. 31, 2012 Pigment	Mar. 31, 2013 Mineral Sands Business	Dec. 31, 2012 Mineral Sands Business	Mar. 31, 2013 Mineral Sands Business Minerals Sands	Dec. 31, 2012 Mineral Sands Business Minerals Sands	Mar. 31, 2013 Mineral Sands Business Pigment	Dec. 31, 2012 Mineral Sands Business Pigment	Mar. 31, 2013 Mineral Sands Business Elimination	Dec. 31, 2012 Mineral Sands Business Elimination
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Line Items]
Net Sales	$ 108	$ 267	$ 470	$ 482	$ 487	$ 429	$ 434	$ 383	$ 465	$ 428	$ 298	$ 83	$ 288	$ 362	$ 134	$ 524	$ 241	$ 489		$ 64	$ (107)	$ (29)
Income (Loss) from Operations			$ (19)				$ 113				$ 96	$ 51	$ (68)	$ 109	$ 39	$ (30)	$ 74	$ 8	$ (17)	$ (36)	$ (18)	$ (2)

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2010	Mar. 31, 2013	Oct. 20, 2012
Short-term Debt [Line Items]
Purchase commitments obligation 2013			$ 344		$ 99
Purchase commitments obligation 2014			318		95
Purchase commitments obligation 2015			257		33
Purchase commitments obligation 2016			7		20
Purchase commitments obligation 2017			7		19
Purchase commitments obligation thereafter			58		111
Outstanding letters of credit			55		51
Office of State Revenue Assessment						5
Accrued stamp duty			3			3
Penalty tax						2
Trades and other payables			3
Minimum rental commitments due 2013			29
Minimum rental commitments due 2014			27
Minimum rental commitments due 2015			25
Minimum rental commitments due 2016			23
Minimum rental commitments due 2017			23
Minimum rental commitments due thereafter			157
Total rental expense relating to operating lease	1	12	8	15
Disputed claims received			11
Capital cost incurred due to legal dispute agreement			1
UBS Revolver
Short-term Debt [Line Items]
Outstanding letters of credit			29		25
ABSA Revolver
Short-term Debt [Line Items]
Outstanding letters of credit					$ 18

XML

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Debt

11. Debt

Short-term Debt

Short-term debt consisted of the following:

	Maturity Date		March 31, 2013		December 31, 2012
UBS Revolver		6/18/17	$	—	$	—
ABSA Revolver(1)		6/14/17		—		30
Wells Revolver(2)				—		—
Total			$	—	$	30

(1) Average effective interest rate of 8.43 % and 8.5% during the three months ended March 31, 2013 and 2012, respectively.

(2) Average effective interest rate of 5.25% during the three months ended March 31, 2012.

UBS Revolver

On June 18, 2012, in connection with the closing of the Transaction, the Company entered into a global senior secured asset-based syndicated revolving credit agreement with UBS AG (the “UBS Revolver”). The UBS Revolver provides the Company with a committed source of capital with a principal borrowing amount of up to $300 million, subject to a borrowing base. In connection with its entry into the Amended and Restated Credit Agreement on March 19, 2013, the Company amended the UBS Revolver to allow for the increased size of the Term Loan over the Term Facility (see “Term Loan” below). At March 31, 2013, the Company’s available borrowing base was $275 million.

In connection with obtaining the UBS Revolver, the Company incurred debt issuance costs of approximately $7 million. During the three months ended March 31, 2013, amortization expense amounted to less than $1 million.

ABSA Revolving Credit Facility

In connection with the Transaction, the Company entered into a R900 million (approximately $98 million as of March 31, 2013) revolving credit facility with ABSA Bank Limited acting through its ABSA Capital Division (the “ABSA Revolver”). During the three months ended March 31, 2013, the Company had repayments of R250 million (approximately $29 million). At March 31, 2013, the Company had no amounts drawn on the ABSA Revolver.

In connection with obtaining the ABSA Revolver, the Company incurred debt issuance costs of $1 million. During the three months ended March 31, 2013, amortization expense amounted to less than $1 million.

Wells Revolver

On February 14, 2011, Tronox Incorporated entered into a $125 million senior secured asset-based revolving credit agreement with Wells Fargo Capital Finance, LLC (the “Wells Revolver”). The Wells Revolver provided the Company with a committed source of capital with a principal borrowing amount of up to $125 million subject to a borrowing base. On February 8, 2012, the Company amended the Wells Revolver to facilitate the Transaction while keeping the revolver in force. During 2012, the Company borrowed $30 million against the Wells Revolver, which was repaid with borrowings under the UBS Revolver. On June 18, 2012, the Company refinanced the Wells Revolver with the UBS Revolver.

Long-Term Debt

Long-term debt consisted of the following:

	Principal Amount		Maturity Date		March 31, 2013			December 31, 2012
Term Loan, net of unamortized discount of $12 million at March 31, 2013(1)	$	1,500		3/19/20	$	1,488		$	—
Senior Notes	$	900		8/15/20		900			900
Term Facility, net of unamortized discount of $6 million at December 31, 2012(2)	$	700		2/8/18		—			691
Co-generation Unit Financing Arrangement	$	16		2/1/16		9			10
Lease financing						14			14
Total debt						2,411			1,615
Less: Long-term debt due in one year						(15	)		(10	)
Long-term debt					$	2,396		$	1,605

(1) Average effective interest rate of 4.75% in 2013.

(2) Average effective interest rate of 5.0% and 5.0% in 2013 and 2012, respectively.

At March 31, 2013, the scheduled maturities of the Company’s long-term debt were as follows:

	Total Debt
2013	$	10
2014		19
2015		19
2016		15
2017		15
Thereafter		2,345
Total		2,423
Remaining accretion of discount associated with the Term Loan		(12	)
Total debt	$	2,411

Term Facility

On February 8, 2012, Tronox Incorporated’s wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., entered into a term loan facility with Goldman Sachs Bank USA comprised of a $550 million Senior Secured Term Loan (the “Senior Secured Term Loan”) and a $150 million Senior Secured Delayed Draw Term Loan (the “Senior Secured Delayed Draw” together, the “Term Facility”). The Term Facility was issued net of an original issue discount of $7 million, or 1% of the initial principal amount, which is being amortized over the life of the Term Facility. On June 14, 2012, in connection with the closing of the Transaction, Tronox Pigments (Netherlands) B.V. drew down the $150 million Senior Secured Delayed Draw. In connection with obtaining the Term Facility, Tronox Incorporated incurred debt issuance costs of $17 million, which are recorded in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets, and are being amortized through the maturity date.

On February 28, 2013, Tronox Pigments (Netherlands) B.V. repaid the outstanding principal balance of $149 million, plus interest, related to the $150 million Senior Secured Delayed Draw. In accordance with ASC 470, Debt, (“ASC 470”), the Company accounted for such repayment as an extinguishment of debt. As such, the Company recognized a loss on the early extinguishment of debt of $4 million related to the allocated portion of the unamortized original issue discount and debt issuance costs.

The Company allocated these amounts between the $550 million Senior Secured Term Loan and the $150 million Senior Secured Delayed Draw as follows:

	Outstanding Balance		Percentage of Outstanding Balance			Allocation of Unamortized Costs		Loss Extinguishment of Debt
Senior Secured Term Loan	$	547		79	%	$	16	$	—
Senior Secured Delayed Draw		149		21	%		4		4
Total	$	696		100	%	$	20	$	4

Term Loan

On March 19, 2013, Tronox Pigments (Netherlands) B.V., Tronox Limited, and certain subsidiaries of Tronox Limited named as guarantors, entered into an Amended and Restated Credit and Guaranty Agreement with Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents. Pursuant to the Amended and Restated Credit Agreement, the Company obtained a $1.5 billion senior secured term loan (the “Term Loan”), which matures in March 2020. The terms of the Amended and Restated Credit Agreement are substantially similar to the Company’s prior Term Facility. The Term Loan was issued net of an original issue discount of $7 million, or 0.5% of the principal balance.

In accordance with ASC 470, the outstanding principal balance of the Senior Secured Term Loan of $547 million, which became part of the Term Loan, was accounted for as a debt modification. As such, the unamortized original issue discount of $5 million and debt issuance costs of $11 million related to the Term Facility will continue to be amortized over the life of the Term Loan.

The Term Loan bears interest at a base rate plus the applicable margin of 2.5% per annum, or adjusted Eurodollar rate plus the applicable margin of 3.5% per annum. The base rate is defined as the greater of (i) the prime lending rate as quoted in the print edition of The Wall Street Journal or (ii) the Federal Funds Effective rate in effect on such day plusone half of 1%; provided, however, that the Base Rate is not less than 2% per annum.

Additionally, in connection with obtaining the Term Loan, the Company incurred debt issuance costs of $28 million, which are recorded in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets, and are being amortized through the maturity date. For the three month ended March 31, 2013, amortization expense amounted to less than $1 million.

Senior Notes

On August 20, 2012, Tronox Limited’s wholly-owned subsidiary, Tronox Finance LLC, issued $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Senior Notes”). The Senior Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Senior Notes bear interest semiannually at a rate equal to 6.375% and were sold at par value. The Senior Notes are fully and unconditionally guaranteed on a senior, unsecured basis by Tronox Limited and certain of its subsidiaries. The Senior Notes are redeemable at any time at the Company’s discretion. The Senior Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Company recorded debt issuance fees of $18 million, which are being amortized over the life of the debt, and are included in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets. During the three months ended March 31, 2013, amortization expense amounted to $1 million.

Exit Financing Facility

On February 14, 2011, Tronox Incorporated’s senior secured super-priority DIP and Exit Credit Agreement with Goldman Sachs Lending Partners, in accordance with its terms, converted into a $425 million exit facility with a maturity date of October 21, 2015 (the “Exit Financing Facility”). On February 8, 2012, Tronox Incorporated refinanced the Exit Facility with the Term Facility, as discussed above. In connection with the refinancing, the Company repaid $421 million.

Co-generation Unit Financing Arrangement

In March 2011, in order to finance its share of the asset purchase for the Tiwest Joint Venture, Tronox Incorporated incurred debt totaling $8 million. In connection with the Transaction, the Company acquired the remaining 50% undivided interest in the co-generation plant from Exxaro, along with its debt of $6 million. Under the financing arrangement, monthly payments are required, and interest accrues on the outstanding balance at the rate of 6.5% per annum. During the three months ended March 31, 2013, the Company made principal repayments of approximately $1 million.

Lease Financing

In connection with the Transaction, the Company acquired capital lease obligations in South Africa, which are payable through 2032 at a weighted average interest rate of approximately 17%. At March 31, 2013, such obligations had a net book value of assets recorded under capital leases aggregating $8 million. During 2013, the Company made payments of less than $1 million.

Fair Value

The Company’s debt is recorded at historical amounts. At March 31, 2013, the fair value of the Term Loan and Senior Notes was $1,523 million and $882 million, respectively. The Company determined the fair value of both the Senior Notes and the Term Loan using the Bloomberg market price as of March 31, 2013. At December 31, 2012, the fair value of the Senior Notes and the Term Facility was $910 million and $709 million, respectively. The fair value hierarchy for long-term debt is a Level 2 input.

Debt Covenants

At March 31, 2013, the Company had financial covenants in the UBS Revolver, the ABSA Revolver and the Term Loan.

The terms of the Amended and Restated Credit Agreement are substantially similar to the Company’s prior Credit and Guaranty Agreement with Goldman Sachs Bank USA, dated February 8, 2012, except that the Amended and Restated Credit Agreement (i) eliminates financial maintenance covenants (ii) permits, subject to certain conditions, incurrence of additional senior secured debt up to a leverage ratio of 2:1, (iii) increases the Company’s ability to incur debt in connection with permitted acquisitions and its ability to incur unsecured debt, and (iv) allows for the payment of a $0.25 per share dividend each fiscal quarter . Otherwise, the terms of the Amended and Restated Credit Agreement provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) disposition of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders.

The Term Facility and the UBS Revolver are subject to an intercreditor agreement pursuant to which the lenders’ respective rights and interests in the security are set forth. At March 31, 2013, only the ABSA Revolver had a financial maintenance covenant. The Company was in compliance with its financial covenants at March 31, 2013.

The Company has pledged the majority of our U.S. assets and certain assets of its non-U.S. subsidiaries in support of its outstanding debt.

Interest and Debt Expense

Interest and debt expense consisted of the following:

	Three Months Ended March 31,
	2013			2012
Interest expense	$	26		$	7
Amortization of deferred debt issuance costs and discount on debt		2			1
Capitalized interest		(1	)		—
Interest and debt expense	$	27		$	8

12. Debt

Short-term Debt

	Successor
	December 31, 2012		December 31, 2011
UBS Revolver(1)	$	—	$	—
ABSA Revolver(2)		30		—
Wells Revolver(3)		—		—
Short-term debt	$	30	$	—

(1) Average effective interest rate of 3.9% in 2012.

(2) Average effective interest rate of 8.5% in 2012.

(3) Average effective interest rate of 4.7% in 2011 and 5.25% in 2012.

UBS Revolver

On June 18, 2012, in connection with the closing of the Transaction, the Company entered into a global senior secured asset-based syndicated revolving credit agreement with UBS AG (the “UBS Revolver”) with a maturity date of the fifth anniversary of the closing date. The UBS Revolver provides the Company with a committed source of capital with a principal borrowing amount of up to $300 million, subject to a borrowing base. The borrowing base is related to certain eligible inventory and accounts receivable held by the Company’s U.S., Australia and Netherlands subsidiaries. Obligations under the UBS Revolver are secured by a first priority lien on substantially all of the Company’s existing, and future deposit accounts, inventory and account receivables and certain related assets, excluding those held by its South African subsidiaries, Netherland’s subsidiaries and Bahamian subsidiary, and a second priority lien on all of the Company’s other assets, including capital shares which serve as security under the Term Facility (as defined below). At December 31, 2012, the Company’s borrowing base was $221 million.

The UBS Revolver bears interest at the Company’s option at either (i) the greater of (a) the lenders’ prime rate, (b) the Federal funds effective rate plus 0.50% and (c) the adjusted LIBOR rate for a one-month period plus 1% or (ii) the adjusted LIBOR rate, in each case plus the applicable margin. The applicable margin ranges from 1.5% to 2% for borrowings at the adjusted LIBOR rate, and from 0.5% to 1% for borrowings at the alternate base rate, based upon the average daily borrowing availability. For the first six months following the closing date, the applicable margins shall be deemed to be 1.75% for borrowings at the adjusted LIBOR rate and 0.75% for borrowings at the alternate base rate. In connection with obtaining the UBS Revolver, the Company incurred debt issuance costs of approximately $7 million. During the year ended December 31, 2012, amortization expense amounted to $1 million. During 2012, the Company borrowed $30 million against the UBS Revolver, which was repaid during 2012.

ABSA Revolving Credit Facility

In connection with the Transaction, the Company entered into a R900 million (approximately $106 million as of December 31, 2012) revolving credit facility with ABSA Bank Limited acting through its ABSA Capital Division (the “ABSA Revolver”) with a maturity date of June 14, 2017. During 2012, the Company had borrowings of R450 million (approximately $54 million) and repayments of R200 million (approximately $24 million). As of December 31, 2012, the Company had drawn down R250 million (approximately $30 million) on the ABSA Revolver.

The ABSA Revolver bears interest at (i) the base rate (defined as one month JIBAR, which is the mid-market rate for deposits in South African Rand for a period equal to the relevant period which appears on the Reuters Screen SAFEY Page alongside the caption YLD) as of 11h00 Johannesburg time on the first day of the applicable period, plus (ii) the Margin, which is 3.5%. In connection with obtaining the ABSA Revolver, the Company incurred debt issuance costs of $1 million. During the year ended December 31, 2012, amortization expense amounted to less than $1 million.

Wells Revolver

On February 14, 2011, Tronox Incorporated entered into a $125 million senior secured asset-based revolving credit agreement with Wells Fargo Capital Finance, LLC (the “Wells Revolver”). The Wells Revolver had a maturity date of February 14, 2015. The Wells Revolver provided the Company with a committed source of capital with a principal borrowing amount of up to $125 million subject to a borrowing base. Borrowing availability under the Wells Revolver was subject to a borrowing base, which was related to certain eligible inventory and receivables held by the Company’s U.S. subsidiaries. On February 8, 2012, the Company amended the Wells Revolver to facilitate the Transaction while keeping the revolver in force. In connection with refinancing the Wells Revolver, the Company wrote off deferred financing fees of $4 million. On June 18, 2012, the Company refinanced the Wells Revolver with the UBS Revolver.

During 2012, the Company borrowed $30 million against the Wells Revolver, which was repaid with borrowings under the UBS Revolver. During 2011, to facilitate its exit from bankruptcy and help pay for the buy-in of its 50% share of the Kwinana facility in Western, Australia TiO₂ expansion, the Company borrowed $39 million against the Wells Revolver, which by December 31, 2011, was fully repaid using cash generated from operations.

Debt acquired in the Transaction

In connection with the Transaction, the Company acquired short-term debt of $75 million (see Note 5), which was repaid during 2012.

Long-Term Debt

	Initial Principal Amount		Maturity Date		Successor
					December 31, 2012			December 31, 2011
Senior Notes	$	900		8/15/20	$	900		$	—
Term Facility(1)	$	700		2/8/18		691			—
Exit Financing Facility(2)	$	425		10/21/15		—			421
Co-generation Unit Financing Arrangement	$	16		2/1/16		10			6
Lease financing						14			—
Total debt						1,615			427
Less: Long-term debt due in one year						(10	)		(6	)
Long-term debt					$	1,605		$	421

(1) Average effective interest rate of 5% in 2012.

(2) Average effective interest rate of 7.1% and 7.2% in 2012 and 2011, respectively.

The Company’s debt is recorded at historical amounts. At December 31, 2012 the fair value of the Senior Notes (as defined below) and the Term Facility (as defined below) was $910 million and $709 million, respectively. The Company determined the fair value of both the Senior Notes and the Term Facility using the Bloomberg market price as of December 31, 2012. At December 31, 2011, the total carrying value of long-term debt approximated its fair value due to the variable interest rates and frequent repricing of such instruments. The fair value hierarchy for long-term debt is a Level 2 input.

At December 31, 2012, the scheduled maturities of the Company’s long-term debt were as follows:

	Total Debt
2013(1)	$	11
2014		10
2015		10
2016		8
2017		7
Thereafter		1,575
Total		1,621
Remaining accretion associated with the Term facility		(6	)
Total debt	$	1,615

(1) Includes $1 million of remaining accretion associated with the Term Facility, which was issued net of an original issue discount of $7 million (see Term Facility discussion below).

Senior Notes

On August 20, 2012, Tronox Limited’s wholly-owned subsidiary, Tronox Finance LLC, issued $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Senior Notes”). The Senior Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Senior Notes bear interest semiannually at a rate equal to 6.375% and were sold at par value. The Senior Notes are fully and unconditionally guaranteed on a senior, unsecured basis by Tronox Limited and certain of its subsidiaries. The Senior Notes are redeemable at any time at the Company’s discretion. The Senior Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Approximately $326 million of the proceeds from the Senior Notes were used for returns of shareholder capital, in the form of share buybacks. The remainder of the proceeds have been or will be used for general corporate purposes, and, are subject to required approvals, may also be used for further returns of capital to shareholders from time to time (including by way of dividend).

The Company recorded debt issuance fees of $18 million, which are being amortized over the life of the debt, and are included in “Other long-term assets” on the Consolidated Balance Sheets. During the year ended December 31, 2012, amortization expense amounted to $1 million.

Term Facility

	Successor
	December 31, 2012			December 31, 2011
Term Facility	$	697		$	—
Discount		(6	)		—
Term Facility, net	$	691		$	—

On February 8, 2012, Tronox Incorporated’s wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., entered into a term loan facility with Goldman Sachs Bank USA comprised of a $550 million Senior Secured Term Loan and a $150 million Senior Secured Delayed Draw Term Loan (together, the “Term Facility”). The Term Facility has a maturity date of February 8, 2018. The Term Facility was issued net of an original issue discount of $7 million, or 1% of the initial principal amount, which is being amortized over the life of the Term Facility. On June 14, 2012, in connection with the closing of the Transaction, Tronox Pigments (Netherlands) B.V. drew down the $150 million Senior Secured Delayed Draw Term. During the year ended December 31, 2012, the Company made principal repayments of approximately $3 million.

The Term Facility bears interest at a base rate plus a margin of 2.25% or adjusted Eurodollar rate plus a margin of 3.25% (in each case with a possible 0.25% increase or decrease based on the Company’s public credit rating). The base rate is defined as the greater of (i) the prime lending rate as quoted in the print edition of The Wall Street Journal, (ii) the Federal funds rate plus 0.5%, or (iii) 2%.

The Term Facility is secured by a first priority lien on substantially all of the Company’s and the subsidiary guarantors’ existing and future property and assets. This includes, upon the consummation of the Transaction, certain assets acquired in the Transaction. The terms of the Term Facility provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) dispositions of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders.

In connection with obtaining the Term Facility, Tronox Incorporated incurred debt issuance costs of $17 million, of which $5 million was paid in 2011 and $12 million was paid in 2012. Such costs are recorded in “Other long-term assets” on the Consolidated Balance Sheets, and are being amortized through the maturity date. During the year ended December 31, 2012, amortization expense amounted to $3 million.

Exit Financing Facility

On February 14, 2011, Tronox Incorporated’s senior secured super-priority DIP and Exit Credit Agreement with Goldman Sachs Lending Partners, in accordance with its terms, converted into a $425 million exit facility with a maturity date of October 21, 2015 (the “Exit Financing Facility”). The Exit Financing Facility bore interest at the greater of a base rate plus a margin of 4% or adjusted Eurodollar rate plus a margin of 5%. The base rate was defined as the greater of (i) the prime lending rate as quoted in the print edition of The Wall Street Journal, (ii) the Federal Funds Rate plus 0.5%, or (iii) 3%. The adjusted Eurodollar rate is defined as the greater of (i) the LIBOR rate in effect at the beginning of the interest period, or (ii) 2%. Interest was payable quarterly or, if the adjusted Eurodollar rate applied, it was payable on the last day of each interest period. On February 8, 2012, Tronox Incorporated refinanced the Exit Facility with the Term Facility, as discussed above. In connection with the refinancing, the Company repaid $421 million.

Co-generation Unit Financing Arrangement

In March 2011, the Tiwest Joint Venture acquired a steam and electricity gas fired co-generation plant, adjacent to its Kwinana pigment plant, through a five year financing arrangement. Tronox Western Australia Pty Ltd, the Company’s wholly-owned subsidiary, owned a 50% undivided interest in the co-generation plant through the Tiwest Joint Venture. In order to finance its share of the asset purchase, Tronox Incorporated incurred debt totaling $8 million. In connection with the Transaction, the Company acquired the remaining 50% undivided interest in the co-generation plant from Exxaro, along with its debt of $6 million. Under the financing arrangement, monthly payments are required and interest accrues on the outstanding balance at the rate of 6.5% per annum. During the year ended December 31, 2012, the Company made principal repayments of approximately $2 million.

Lease Financing

In connection with the Transaction, the Company acquired capital lease obligations in South Africa, which are payable through 2032 at a weighted average interest rate of approximately 17%. At December 31, 2012, such obligations had a net book value of assets recorded under capital leases aggregating $9 million. During 2012, the Company made payments of less than $1 million.

Financial Covenants

At December 31, 2012, the Company had financial covenants in the UBS Revolver, the ABSA Revolver and the Term Facility.

The terms of the UBS Revolver provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) dispositions of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders. The UBS Revolver requires the Company to maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1 to 1 calculated on a quarterly basis only if excess availability on the UBS Revolver is less than the greater of (A) $20 million and (B) 10% of the lesser of (x) the aggregate commitments in effect at such time and (y) the borrowing base at such time. If the Company is required to maintain the Consolidated Fixed Charge Coverage Ratio then it will be required to maintain such ratio until, during the preceding 60 consecutive days, borrowing availability would have been at all times greater than the greater of (i) $20 million and (ii) 10% of the aggregate commitments in effect at such time.

The ABSA Revolver requires the ratio of (i) South African Consolidated EBITDA, as defined in the agreement, to South African Net Interest Expense shall not be less than 5:1 and (ii) South African Consolidated Net Debt to South African Consolidated EBITDA, as defined in the agreement, shall be less than 2:1.

The Term Facility requires that a leverage ratio, as defined in the agreement, not exceed, as of the last day of any fiscal quarter, the correlative ratio as follows:

Fiscal Quarter Ending	Total Leverage Ratio
December 31, 2012 through December 31, 2015		3:1
March 31, 2016 and thereafter		2.25:1

The Term Facility and the UBS Revolver are subject to an intercreditor agreement pursuant to which the lenders’ respective rights and interests in the security are set forth. The Company was in compliance with its financial covenants at December 31, 2012.

The Company’s has pledged the majority of our U.S. assets and certain assets of its non-U.S. subsidiaries in support of our outstanding debt.

Interest Expense

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011		Year Ended December 31, 2010
Interest expense(1)	$	53		$	29		$	3	$	40
Amortization of deferred debt issuance costs and discount on debt		10			1			—		9
Other		4			1			—		1
Capitalized interest		(2	)		(1	)		—		—
Interest and debt expense	$	65		$	30		$	3	$	50

(1) For the one month ended January 31, 2011, interest expense excludes $3 million, which would have been payable under the terms of the Company’s $350 million 9.5% senior unsecured notes.

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Property, Plant and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Property, Plant and Equipment, Net

7. Property, Plant and Equipment, Net

Property, plant and equipment, net of accumulated depreciation and amortization, consisted of the following:

	March 31, 2013			December 31, 2012
Land and land improvements	$	81		$	80
Buildings		186			194
Machinery and equipment		1,132			1,158
Construction-in-progress		147			153
Furniture and fixtures		17			7
Other		7			6
Total		1,570			1,598
Less accumulated depreciation and amortization		(210	)		(175	)
Net	$	1,360		$	1,423

Depreciation expense related to property, plant and equipment for the three months ended March 31, 2013 and 2012 was $42 million and $16 million, respectively.

8. Property, Plant and Equipment

	Successor
	December 31, 2012			December 31, 2011
Land and land improvements	$	80		$	51
Buildings		194			45
Machinery and equipment		1,158			405
Construction-in-progress		153			49
Furniture and fixtures		7			4
Other		6			3
Total		1,598			557
Less accumulated depreciation and amortization		(175	)		(53	)
Net	$	1,423		$	504

Depreciation expense related to property, plant and equipment for the year ended December 31, 2012, the eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010 was $127 million, $53 million, $4 million and $49 million, respectively.

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Income Taxes - Details Income Loss from Continuing Operations Before Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor Australia	Dec. 31, 2012 Successor Australia	Dec. 31, 2011 Successor United States	Dec. 31, 2012 Successor United States	Dec. 31, 2011 Successor Other [Member]	Dec. 31, 2012 Successor Other [Member]	Jan. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor	Jan. 31, 2011 Predecessor Australia	Dec. 31, 2010 Predecessor Australia	Jan. 31, 2011 Predecessor United States	Dec. 31, 2010 Predecessor United States	Jan. 31, 2011 Predecessor Other [Member]	Dec. 31, 2010 Predecessor Other [Member]
Schedule Of Income Taxes [Line Items]
Income Loss from Continuing Operations	$ (44)	$ 104	$ 262	$ 1,008	$ 70	$ 1,019	$ 120	$ 10	$ 72	$ (21)	$ 632	$ 7	$ 107	$ 2	$ 497	$ (10)	$ 28	$ 15

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Intangible Assets, Net - Gross Cost and Accumulated Amortization of Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				3 Months Ended				3 Months Ended				3 Months Ended				3 Months Ended				3 Months Ended				3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Mar. 31, 2013 Customer relationships	Dec. 31, 2012 Customer relationships	Dec. 31, 2012 Customer relationships Successor	Dec. 31, 2011 Customer relationships Successor	Mar. 31, 2013 TiO2 Technology	Dec. 31, 2012 TiO2 Technology	Dec. 31, 2012 TiO2 Technology Successor	Dec. 31, 2011 TiO2 Technology Successor	Mar. 31, 2013 Internal-use software	Dec. 31, 2012 Internal-use software	Dec. 31, 2012 Internal-use software Successor	Dec. 31, 2011 Internal-use software Successor	Mar. 31, 2013 In-process research and development	Dec. 31, 2012 In-process research and development	Dec. 31, 2012 In-process research and development Successor	Dec. 31, 2011 In-process research and development Successor	Mar. 31, 2013 Trade names	Dec. 31, 2012 Trade names	Dec. 31, 2012 Trade names Successor	Dec. 31, 2011 Trade names Successor	Mar. 31, 2013 Other	Dec. 31, 2012 Other	Dec. 31, 2012 Other Successor	Dec. 31, 2011 Other Successor
Finite-Lived Intangible Assets [Line Items]
Gross Cost	$ 373	$ 373	$ 373	$ 347	$ 294	$ 294	$ 294	$ 294	$ 32	$ 32	$ 32	$ 32	$ 38	$ 38	$ 38	$ 12	$ 5	$ 5	$ 5	$ 5	$ 3	$ 3	$ 3	$ 3	$ 1	$ 1	$ 1	$ 1
Accumulated Amortization	(54)	(47)	(47)	(22)	(44)	(39)	(39)	(19)	(3)	(3)	(3)	(2)	(3)	(2)	(2)		(2)	(2)	(2)	(1)	(2)	(1)	(1)
Foreign Currency	(1)												(1)
Net Carrying Amount	$ 318	$ 326	$ 326	$ 325	$ 250	$ 255	$ 255	$ 275	$ 29	$ 29	$ 29	$ 30	$ 34	$ 36	$ 36	$ 12	$ 3	$ 3	$ 3	$ 4	$ 1	$ 2	$ 2	$ 3	$ 1	$ 1	$ 1	$ 1

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Shareholders' Equity

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Shareholders' Equity

14. Shareholders’ Equity

The changes in outstanding shares for the three months ended March 31, 2013 were as follows:

Tronox Limited Class A Shares outstanding:
Balance at December 31, 2012	62,103,989
Shares issued for share-based compensation	25,319
Shares issued for warrants exercised(1)	81,015
Balance at March 31, 2013	62,210,323
Tronox Limited Class B Shares outstanding:
Balance at December 31, 2012	51,154,280
Balance at March 31, 2013	51,154,280

(1) As of March 31, 2013, there were 357,570 Series A warrants and 465,465 Series B warrants outstanding.

Dividends Declared

On February 19, 2013, the Board declared a quarterly dividend of $0.25 per share which was paid on March 20, 2013 to holders of our Class A Shares and Class B Shares at close of business on March 6, 2013, totaling approximately $29 million. On May 7, 2013, the Board declared a quarterly dividend of $0.25 per share to holders of Class A Shares and Class B Shares, totaling approximately $29 million.

15. Shareholders’ Equity

Share split Declared

On June 26, 2012, the Board approved a 5-to-1 share split for holders of its Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class. As a result of the share split, the Company recorded an increase to Class A and Class B Shares of $1 million with corresponding decreases to “Retained earnings” on the Consolidated Balance Sheets.

Outstanding Shares

The changes in outstanding and treasury shares for the year ended December 31, 2012 were as follows:

Tronox Limited Class A Shares outstanding:
Balance at December 31, 2011	—
Shares issued in connection with the Transaction(1)	76,644,650
Shares issued for share-based compensation	24,620
Shares issued for warrants exercised	9,353
Shares purchased by the T-Bucks Trust(2)	(548,234	)
Class A Shares purchased by Exxaro, and converted to Class B Shares	(1,400,000	)
Shares repurchased/cancelled(3)	(12,626,400	)
Balance at December 31, 2012	62,103,989
Tronox Limited Class B Shares outstanding:
Balance at December 31, 2011	—
Shares issued in connection with the Transaction	49,754,280
Class A Shares purchased by Exxaro, and converted to Class B Shares	1,400,000
Balance at December 31, 2012	51,154,280
Tronox Incorporated shares outstanding:
Balance at December 31, 2011	75,383,455
Shares issued for share-based compensation	570,785
Shares issued for warrants exercised	690,385
Shares issued for claims	25
Shares exchanged in connection with the Transaction(1)	(76,644,650	)
Balance at December 31, 2012	—
Tronox Incorporated shares held as treasury:
Balance at December 31, 2011	472,565
Shares issued for share-based compensation	239,360
Shares cancelled in connection with the Transaction(1)	(711,925	)
Balance at December 31, 2012	—

(1) Shares issued in connection with the Transaction have been adjusted for the 5-for-1 share split. On the Transaction Date, the Company issued 15,328,930 Class A Shares and 9,950,856 Class B Shares.

(2) During the third quarter of 2012, the Company created the T-Bucks Employee Participation Plan for the benefit of certain employees in South Africa. See Note 19 for additional information.

(3) In accordance with Australian law, the Company is not permitted to hold shares of its own ordinary shares. As such, all Class A Shares that were repurchased by the Company have been cancelled. Additionally, all shares of Tronox Incorporated common stock that were held by Tronox Incorporated on the Transaction date were cancelled in connection with the Transaction. The number of Class A Shares repurchased has been adjusted for the 5-for-1 share split.

Warrants

As part of its emergence from bankruptcy, Tronox Incorporated issued to existing holders of its equity, warrants in two tranches, Series A warrants and Series B warrants (collectively, the “Tronox Incorporated Warrants”), to purchase up to an aggregate of 1,216,216 shares, or 7.5%, Tronox Incorporated’s shares. In connection with the Transaction, and pursuant to the terms of the Tronox Incorporated Warrant Agreement, Tronox Limited entered into an amended and restated warrant agreement, dated as of the Transaction Date, whereby the holders of the Tronox Limited Warrants are entitled to purchase one Class A Share and receive $12.50 in cash at the initial exercise prices of $62.13 for each Series A Warrant (the “Series A Warrants”) and $68.56 for each Series B Warrant (the “Series B Warrants,” collectively with the Series A Warrants, the “Warrants”). On the Transaction Date, there were 841,302 Warrants outstanding. The Warrants have a seven-year term from the date initially issued and will expire on February 14, 2018. A holder may exercise the Warrants by paying the applicable exercise price in cash or on a cashless basis. The Warrants are freely transferable by the holder thereof.

In connection with the share split, holders of the Warrants are entitled to purchase five Class A Shares and receive $12.50 in cash at the initial exercise prices of $62.13 for each Series A Warrant and $68.56 for each Series B Warrant. As of December 31, 2012 there were 364,817 Series A Warrants and 474,421 Series B Warrants outstanding.

Share Repurchases

On June 26, 2012, the Board authorized the repurchase of 10% of Tronox Limited voting securities in open market transactions. During 2012, the Company repurchased 12,626,400 Class A Shares, affected for the 5-for-1 share split, at an average price of $25.84 per share, inclusive of commissions, for a total cost of $326 million. Repurchased shares were subsequently cancelled in accordance with Australian law. On September 27, 2012, the Company announced the successful completion of its share repurchase program.

Exxaro Share Purchases

The Company’s constitution provides that, subject to certain exceptions, when Exxaro acquires a Class A Share, it automatically converts to a Class B Share. As such, Exxaro generally will not hold Class A Shares. During October 2012, Exxaro purchased 1,400,000 Class A Shares in market purchases, which converted to Class B Shares.

Dividends Declared

On November 8, 2012, the Board declared a quarterly dividend of $0.25 per share to holders of Class A Shares and Class B Shares, totaling approximately $29 million. On June 26, 2012, the Board declared a quarterly dividend of $0.25 per share to holders of Class A Shares and Class B Shares, totaling $32 million.

Tronox Incorporated Common Shares

On August 6, 2012, Tronox Limited and Tronox Incorporated filed post-effective amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-181842) declared effective by the SEC on July 11, 2012 (the “Form S-1”) to deregister the Tronox Incorporated Class A common shares and exchangeable shares which were not issued on the date of the Transaction.

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Income Taxes - Summary Showing Unrecognized Tax Benefits (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012 Successor	Dec. 31, 2010 Successor	Dec. 31, 2010 Predecessor
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Balance at January 1		$ 2	$ 13	$ 13
Additions for tax positions related to prior year		2
Additions for tax positions related to the current year	1
Decrease due to settlements	(3)
Decrease due to lapse of applicable statute of limitations	(9)
Balance at December 31		$ 4	$ 13	$ 13

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Asset Retirement Obligations

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Asset Retirement Obligations

12. Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at Tronox’s credit-adjusted risk-free interest rate. The Company classifies accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the unaudited Condensed Consolidated Statements of Operations.

The Company’s AROs are as follows:

• the KZN mine and the Namakwa Sands mine, both in South Africa, to restore the areas that have been disturbed as required under the mining leases;

• decommissioning on wet and dry separation plants and smelting operations in South Africa;

• mine closure and rehabilitation costs in Western Australia to restore the area that has been disturbed, as required under the mining lease;

• plant closure and exit costs associated with certain industrial sites in Western Australia, whereby the Company is required to return the sites to their original states under licensing conditions;

• plant closure and exit costs associated with the Botlek, the Netherlands facility, whereby the Company is required to return the site back to its original state at the end of its long-term lease; and

• landfill closure costs at the Hamilton, Mississippi facility to address one-time closure costs (cap with liner and cover with soil) and annual monitoring costs of the closed landfill under applicable state environmental laws in Mississippi.

The changes in AROs during the three months ended March 31, 2013 were as follows:

	Three Months Ended March 31, 2013
Beginning balance, December 31, 2012	$	113
Additions		1
Accretion expense		2
Changes in estimates, including cost and timing of cash flows		(4	)
Settlements/payments		(1	)
Ending balance, March 31, 2013	$	111
Current portion included in accrued liabilities	$	6
Noncurrent portion	$	105

AROs, by geographic region, were as follows:

	At March 31, 2013
Australia	$	67
South Africa		32
The Netherlands		11
United States		1
Total	$	111

Environmental Rehabilitation Trust

The Company has established an environmental rehabilitation trust in respect of the prospecting and mining operations in South Africa in accordance with applicable regulations. The trustees of the fund are appointed by the Company, and consist of sufficiently qualified Tronox Limited employees capable of fulfilling their fiduciary duties. The environmental rehabilitation trust receives, holds, and invests funds for the rehabilitation or management of negative environmental impacts associated with mining and exploration activities. The contributions are aimed at providing sufficient funds at date of estimated closure of mining activities to address the rehabilitation and environmental impacts. Funds accumulated for a specific mine or exploration project can only be utilized for the rehabilitation and environmental impacts of that specific mine or project. Currently, the funds are invested in highly liquid, short-term instruments; however, the investment growth strategy has not been finalized. If a mine or exploration project withdraws from the fund for whatever valid reason, the funds accumulated for such mine or exploration project are transferred to a similar fund approved by management. At March 31, 2013 and December 31, 2012, the environmental rehabilitation trust assets were $19 million and $20 million, respectively, which were recorded in “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheets.

13. Asset Retirement Obligations

To the extent a legal obligation exists, an ARO is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at Tronox’s credit-adjusted risk-free interest rate. The Company’s consolidated financial statements classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations.

The Company’s AROs are as follows:

• the KZN mine and the Namakwa Sands mine, both in South Africa, to restore the areas that have been disturbed as required under the mining leases;

• decommissioning on wet and dry separation plants and smelting operations in South Africa;

• mine closure and rehabilitation costs in Western Australia to restore the area that has been disturbed, as required under the mining lease;

• plant closure and exit costs associated with certain industrial sites in Western Australia, whereby the Company is required to return the sites to their original states under licensing conditions;

• plant closure and exit costs associated with the Botlek, the Netherlands facility, whereby the Company is required to return the site back to its original state at the end of its long-term lease; and

• landfill closure costs at the Hamilton, Mississippi facility to address one-time closure costs (cap with liner and cover with soil) and annual monitoring costs of the closed landfill under applicable state environmental laws in Mississippi.

A summary of the changes in the AROs during the year ended December 31, 2012 is as follows:

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Beginning balance	$	30		$	29		$	19
Additions		7			—			—
Accretion expense		5			2			—
Changes in estimates, including cost and timing of cash flows		9			1			—
Settlements/payments		(1	)		(2	)		—
AROs acquired in the acquisition of the mineral sands business		58			—			—
Fresh-start adjustments		—			—			10
Ending balance	$	108		$	30		$	29
Current portion included in accrued liabilities	$	2		$	1		$	1
Noncurrent portion	$	106		$	29		$	28

A summary of the AROs is included in the table below:

Australia	$	62
South Africa		34
Botlek		11
Hamilton		1
Total AROs	$	108

Environmental Rehabilitation Trust

The Company has established an environmental rehabilitation trust in respect of the prospecting and mining operations in South Africa in accordance with applicable regulations. The trustees of the fund are appointed by the Company and consist of sufficiently qualified Tronox Limited employees capable of fulfilling their fiduciary duties. The environmental rehabilitation trust received, holds, and invests funds for the rehabilitation or management of negative environmental impacts associated with mining and exploration activities. The contributions are aimed at providing sufficient funds at date of estimated closure of mining activities to address the rehabilitation and environmental impacts. Funds accumulated for a specific mine or exploration project can only be utilized for the rehabilitation and environmental impacts of that specific mine or project. Currently, the funds are invested in highly liquid, short-term instruments; however, the investment growth strategy has not been finalized. If a mine or exploration project withdraws from the fund for whatever valid reason, the funds accumulated for such mine or exploration project are transferred to a similar fund approved by management. At December 31, 2012, the environmental rehabilitation trust assets were $20 million, which were recorded in “Other long-term assets” on the Consolidated Balance Sheets.

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Share-Based Compensation - Information about Restricted Stock Award Stock and Performance Award and Stock Option Activity (Detail) (Tronox Incorporated Management Equity Incentive Plan, USD $)			1 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2011 Predecessor	Jan. 31, 2011 Predecessor	Jan. 31, 2011 Predecessor Restricted Stock Awards & Stock Opportunity Grants	Jan. 31, 2011 Predecessor Performance Awards [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of options, beginning balance					148,053	2,689,150
Number of Shares, Awards vested/cancelled					(148,053)	(2,689,150)
Intrinsic Value, Beginning Balance	$ 4,700,000	$ 700,000		$ 9.54
Intrinsic Value, Awards vested/cancelled
Intrinsic Value, Ending Balance	$ 4,700,000	$ 700,000
Contractual life years, awards vested/cancelled			0 years
Contractual life years, beginning balance			0 years	5 years 3 months 22 days
Price, Beginning Balance	$ 22.16	$ 22.00		$ 9.54
Price, Awards vested/cancelled
Price, Ending Balance	$ 22.16	$ 22.00
Number of Options, Beginning Balance	367,330	345,000		1,152,408
Number of Shares, awards vested/cancelled				(1,152,408)
Number of Options, Ending Balance	367,330	345,000
Beginning Balance				$ 4.92
Fair value, awards vested/cancelled
Fair Value, Ending Balance

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Condensed Consolidated Statements Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended	11 Months Ended	12 Months Ended		1 Months Ended	12 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Jan. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor	Dec. 31, 2010 Predecessor	Mar. 31, 2013 Eliminations	Mar. 31, 2012 Eliminations	Dec. 31, 2011 Eliminations Successor	Dec. 31, 2012 Eliminations Successor	Jan. 31, 2011 Eliminations Predecessor	Dec. 31, 2010 Eliminations Predecessor	Mar. 31, 2013 Parent	Mar. 31, 2012 Parent	Dec. 31, 2011 Parent Successor	Dec. 31, 2012 Parent Successor	Jan. 31, 2011 Parent Predecessor	Dec. 31, 2010 Parent Predecessor	Mar. 31, 2013 Guarantor Subsidiaries	Mar. 31, 2012 Guarantor Subsidiaries	Dec. 31, 2011 Guarantor Subsidiaries Successor	Dec. 31, 2012 Guarantor Subsidiaries Successor	Jan. 31, 2011 Guarantor Subsidiaries Predecessor	Dec. 31, 2010 Guarantor Subsidiaries Predecessor	Mar. 31, 2013 Non-Guarantor Subsidiaries	Mar. 31, 2012 Non-Guarantor Subsidiaries	Dec. 31, 2011 Non-Guarantor Subsidiaries Successor	Dec. 31, 2012 Non-Guarantor Subsidiaries Successor	Jan. 31, 2011 Non-Guarantor Subsidiaries Predecessor	Dec. 31, 2010 Non-Guarantor Subsidiaries Predecessor
Net Income (Loss):
Net Income (Loss)	$ (45)	$ 86		$ 242	$ 1,133		$ 631	$ 631	$ 6	$ 124	$ (4)	$ (51)	$ 1,529	$ (61)	$ 233	$ (57)			$ (45)			$ (144)	$ 87	$ 247	$ (383)	$ 626	$ (120)	$ 32	$ 3	$ 46	$ 32	$ 66	$ (107)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	(119)	7		(6)	10		1		(10)		19		18										(2)	(130)	(2)		(3)	(119)	(10)	124	(6)		(7)
Foreign currency translation adjustments							1																									1
Amortization of actuarial losses	1			(51)	(48)																			(37)	(47)			1		(14)	(1)
Amortization of prior service cost							(1)		(14)																							(1)
Retirement and postretirement plans adjustments									(13)																		(9)						(4)
Other comprehensive income (loss)	(118)	7		(57)	(38)	(57)			(23)		19		18						(37)				(2)	(167)	(49)		(12)	(118)	(10)	110	(7)		(11)
Total comprehensive income (loss)	(163)	93		185	1,095		631		(17)	124	15	(51)	1,547	(61)	233	(57)			(45)			(144)	85	80	(432)	626	(132)	(86)	(7)	156	25	66	(118)
Comprehensive income attributable to noncontrolling interest:
Net income	12		(1)		1																	12			1
Foreign currency translation adjustments	(28)		1		(1)																	(28)			(1)
Comprehensive (loss) attributable to noncontrolling interest	(16)																					(16)
Comprehensive (loss) attributable to Tronox Limited	$ (147)	$ 93		$ 185	$ 1,095		$ 631		$ (17)	$ 124			$ 1,547			$ (57)			$ (45)			$ (128)			$ (432)			$ (86)			$ 25

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013
Entity Information [Line Items]
Document Type	S-4
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Trading Symbol	TROX
Entity Registrant Name	Tronox Ltd
Entity Central Index Key	0001530804
Entity Filer Category	Non-accelerated Filer

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Shareholders' Equity - Changes in Outstanding and Treasury Shares (Detail)				12 Months Ended	3 Months Ended	12 Months Ended					12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Dec. 31, 2012 Predecessor	Mar. 31, 2013 Class A common stock	Dec. 31, 2012 Class A common stock Successor	Dec. 31, 2012 Class A common stock Successor T Bucks Employee Participation Plan	Dec. 31, 2012 Class A common stock Predecessor	Mar. 31, 2013 Class B common stock	Dec. 31, 2012 Class B common stock	Dec. 31, 2012 Class B common stock Successor	Dec. 31, 2012 Class B common stock Successor Exxaro
Beginning Balance, Shares Outstanding	51,154,280	62,103,989	75,383,455	75,383,455	62,103,989				51,154,280	51,154,280
Shares issued for share-based compensation				570,785	25,319	24,620
Shares issued for warrants exercised				690,385	81,015	9,353
Ending Balance, Shares Outstanding	51,154,280	62,103,989	75,383,455		62,210,323	62,103,989			51,154,280	51,154,280	51,154,280
Shares issued in connection with the Transaction						76,644,650						49,754,280
Shares purchased by the T-Bucks Trust						(12,626,400)	(548,234)
Class A Shares purchased by Exxaro, and converted to Class B Shares						(1,400,000)
Class A Shares purchased by Exxaro, and converted to Class B Shares											1,400,000
Shares issued for claims				25
Shares exchanged in connection with the Transaction								(76,644,650)
Tronox Incorporated shares held as treasury:
Beginning Balance, Treasury Stock Shares Held				472,565
Shares issued for share-based compensation				239,360
Shares cancelled in connection with the Transaction				(711,925)

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Pension and Other Postretirement Healthcare Benefits - Summary of Benefit Obligations and Plan Assets Associated With Benefit Plans (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
The Netherlands Retirement Plan
Defined Benefit Plans Disclosures Effect Of Subsidy On Net Periodic Postretirement Benefit Cost [Line Items]
Estimated future employer contribution	$ 4
U. S. qualified retirement plan [Member]
Defined Benefit Plans Disclosures Effect Of Subsidy On Net Periodic Postretirement Benefit Cost [Line Items]
Estimated future employer contribution	6
U.S.postretirement healthcare plan [Member]
Defined Benefit Plans Disclosures Effect Of Subsidy On Net Periodic Postretirement Benefit Cost [Line Items]
Estimated future employer contribution	$ 1

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Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Commitments and Contingencies

13. Commitments and Contingencies

Purchase Commitments—At March 31, 2013, purchase commitments were $99 million for the remainder of 2013, $95 million for 2014, $33 million for 2015, $20 million for 2016, $19 million for 2017 and $111 million thereafter.

Letters of Credit—At March 31, 2013, the Company had outstanding letters of credit, bank guarantees and performance bonds of approximately $51 million, of which $25 million in letters of credit were issued under the UBS Revolver and $18 million were bank guarantees issued by ABSA.

Legal—The Western Australia Office of State Revenue (the “OSR”) continues to review their technical position on the imposition of stamp duty on the transfer of Tronox Incorporated’s shares related to Kerr-McGee’s restructuring in 2002 and from the share transfer related to the spinoff of Tronox Incorporated from Kerr-McGee in 2005. On January 17, 2012, the OSR contacted the Company seeking additional information related to the 2005 spinoff. On October 20, 2012, the OSR rendered its assessment of $5 million, comprised of a primary stamp duty liability of $3 million and penalty tax of $2 million. The Company had accrued $3 million at December 31, 2012, which was recorded in “Trade and other payables” in the unaudited Condensed Consolidated Balance Sheets. As required by law, the Company paid the entire amount of the assessment in January 2013; however it has submitted an objection to the penalty, setting out the reasons that the Commissioner of State Revenue has erred in the imposition of the penalty. The decision is expected in respect of this matter in 2013. If the objection is unsuccessful, the Company may appeal to the State Administrative Tribunal for review of the decision. The Company intends to exercise all its legal and administrative options in order to oppose the imposition of the penalty.

Environmental Contingencies—In accordance with ASC 450, Contingencies, the Company recognizes a loss and records an undiscounted liability when litigation has commenced or a claim or an assessment has been asserted or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be estimated. It is not possible for the Company to reliably estimate the amount and timing of all future expenditures related to environmental matters because, among other reasons, environmental laws and regulations, as well as enforcement policies and clean up levels, are continually changing, and the outcome of court proceedings, alternative dispute resolution proceedings (including mediation) and discussions with regulatory agencies are inherently uncertain.

The Company believes that it has reserved adequately for the probable and reasonably estimable costs of known contingencies. There is no environmental litigation, claim or assessment that has been asserted nor is there any probability of an assessment or a claim for which the Company has not recorded a liability. However, additions to the reserves may be required as additional information is obtained that enables the Company to better estimate its liabilities. The Company cannot reliably estimate the amount of future additions to the reserves at this time. In certain situations, reserves may be probable but not estimable. Additionally, sites may be identified in the future where the Company could have potential liability for environmental related matters. If a site is identified, the Company will evaluate to determine what reserve, if any, should be established.

Other Matters—From time to time, the Company may be party to a number of legal and administrative proceedings involving environmental and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on the Company. These proceedings may be associated with facilities currently or previously owned, operated or used by the Company and/or its predecessors, some of which may include claims for personal injuries, property damages, cleanup costs and other environmental matters. Current and former operations of the Company may also involve management of regulated materials, which are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (the “RCRA”) or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which the Company operates.

14. Commitments and Contingencies

Leases—At December 31, 2012, minimum rental commitments, primarily for buildings, land, equipment and railcars under non-cancellable operating leases was $29 million for 2013, $27 million for 2014, $25 million for 2015, $23 million for 2016, $23 million for 2017 and $157 million thereafter. Total rental expense related to operating leases was $8 million, $12 million, $1 million and $15 million, respectively, for the year ended December 31, 2012, eleven months ended December 31, 2011, one month ended January 31, 2011 and year ended December 31, 2010. Future minimum lease payments under capital leases at December 31, 2012 were not significant. See Note 12.

Purchase Commitments—At December 31, 2012, purchase commitments were $344 million for 2013, $318 million for 2014, $257 million for 2015, $7 million for 2016, $7 million for 2017 and $58 million thereafter.

Letters of Credit—At December 31, 2012, the Company had outstanding letters of credit, bank guarantees and performance bonds of approximately $55 million, of which $29 million in letters of credit were issued under the UBS Revolver.

Environmental Contingencies—In accordance with ASC 450, the Company recognizes a loss and records an undiscounted liability when litigation has commenced or a claim or an assessment has been asserted or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be estimated. It is not possible for the Company to reliably estimate the amount and timing of all future expenditures related to environmental matters because, among other reasons, environmental laws and regulations, as well as enforcement policies and clean up levels, are continually changing, and the outcome of court proceedings, alternative dispute resolution proceedings (including mediation) and discussions with regulatory agencies are inherently uncertain.

The Company believes that it has reserved adequately for the probable and reasonably estimable costs of known contingencies. There is no environmental litigation, claim or assessment that has been asserted nor is there any probability of an assessment or a claim for which the Company has not recorded a liability. However, additions to the reserves may be required as additional information is obtained that enables the Company to better estimate its liabilities. The Company cannot reliably estimate the amount of future additions to the reserves at this time. In certain situations, reserves may be probable but not estimable. Additionally, sites may be identified in the future where the Company could have potential liability for environmental related matters. If a site is identified, the Company will evaluate to determine what reserve, if any, should be established.

Legal—The Western Australia Office of State Revenue (the “OSR”) continues to review their technical position on the imposition of stamp duty on the transfer of Tronox Incorporated’s shares related to Kerr-McGee’s restructuring in 2002 and from the share transfer related to the spinoff of Tronox Incorporated from Kerr-McGee in 2005. On January 17, 2012, the OSR contacted the Company seeking additional information related to the 2005 spinoff. In addition, the OSR informed the Company that it has made a preliminary determination that the Company was land rich at the time of the 2002 share transfers and, as a result, the Company may be liable for stamp duty and penalties arising from that share transfer. The OSR has not made an assessment at this time and continues discussions with the Company and its legal advisors. The Company has accrued stamp duty on the 2002 transaction in the amount of $3 million based upon its position that the Company was not land rich at the time of the share transfers. The Company intends to exercise all of its legal and administrative remedies in the event that the OSR makes an assessment based upon its claim that it is land rich.

During 2011, the outstanding legal disputes between the Company and RTI Hamilton, Inc dating back to 2008 came to a close with the parties reaching an agreement in principle. The agreement reflects a compromise and settlement of disputed claims in complete accord and satisfaction thereof. RTI Hamilton paid Tronox the sum of $11 million, of which $1 million constituted payment for capital costs incurred by the Company in relation to the agreement, plus interest.

Other Matters—From time to time, the Company may be party to a number of legal and administrative proceedings involving environmental and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on the Company. These proceedings may be associated with facilities currently or previously owned, operated or used by the Company and/or its predecessors, some of which may include claims for personal injuries, property damages, cleanup costs and other environmental matters. Current and former operations of the Company may also involve management of regulated materials, which are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”) or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which the Company operates.

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Accounts Receivable - Accounts receivable, net of allowance for doubtful accounts (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Trade Receivables	Dec. 31, 2012 Trade Receivables	Mar. 31, 2013 Related Parties	Mar. 31, 2013 Other	Dec. 31, 2012 Other	Dec. 31, 2012 Successor	Dec. 31, 2011 Successor	Dec. 31, 2012 Successor Trade Receivables	Dec. 31, 2011 Successor Trade Receivables	Dec. 31, 2011 Successor Related Parties	Dec. 31, 2012 Successor Other	Dec. 31, 2011 Successor Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	$ 419	$ 394	$ 400	$ 371	$ 1	$ 18	$ 23	$ 394	$ 278	$ 371	$ 269	$ 7	$ 23	$ 2
Allowance for doubtful accounts	(3)	(3)						(3)	(1)
Net	$ 416	$ 391						$ 391	$ 278

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Significant Accounting Policies - Useful Lives for Property, Plant and Equipment (Detail)	12 Months Ended
	Dec. 31, 2012
Minimum | Building
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life	10 years
Minimum | Land Improvements
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life	10 years
Minimum | Machinery and equipment
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life	3 years
Maximum | Building
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life	40 years
Maximum | Land Improvements
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life	20 years
Maximum | Machinery and equipment
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life	25 years
Maximum | Furniture and fixtures
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Property Plant And Equipment Useful Life	10 years

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Acquisition of the mineral sands business - Supplemental Pro Forma Financial Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
Net Sales	$ 562	$ 2,120	$ 2,302
Income from Operations	200	296	407
Net Income	153	239	2,105
Net Income attributable to Tronox Limited Shareholders	$ 143	$ 207	$ 2,051
Basic earnings per share attributable to Tronox Limited Shareholders	$ 1.13	$ 1.70	$ 16.29
Diluted earnings per share attributable to Tronox Limited Shareholders	$ 1.10	$ 1.67	$ 15.91

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Shareholders' Equity - Changes in Outstanding and Treasury Shares (Parenthetical) (Detail)				12 Months Ended
	Dec. 31, 2012	Mar. 31, 2013 Class A Warrants	Mar. 31, 2013 Class B Warrants	Dec. 31, 2012 Class A common stock	Dec. 31, 2012 Class B common stock
Warrants outstanding	841,302	357,570	465,465
Shares issued During Period				15,328,930	9,950,856