Bank of America Merrill Lynch

2019 Global Agriculture and

Materials ConferenceFebruary 27, 2019

General Disclosure

This presentation includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities

Exchange Act of 1934, as amended. These forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or

performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. When used in this

presentation, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,”

and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s

examination of historical operating trends and data, are based upon our current expectations of future events and various assumptions which may not be realized or accurate. Our

expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s

expectations, beliefs and projections will be achieved. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances

that arise after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this presentation. Such risks,

uncertainties and other important factors include, among others: future global economic conditions, our ability to transfer production of certain specialty and differentiated products from

our Pori, Finland manufacturing facility to other sites in our manufacturing network, our ability to realize financial and operational benefits from our business improvement plans and

initiatives, impacts on TiO2 markets and the broader global economy from the imposition of tariffs by the U.S. and other countries, changes in raw material and energy prices, access to

capital markets, industry production capacity and operating rates, the supply demand balance for our products and that of competing products, pricing pressures, technological

developments, legal claims against us, changes in government regulations, geopolitical events and other risk factors as discussed in our annual report on Form 10-K filed on February

20, 2019.

This presentation contains financial measures that are not in accordance with generally accepted accounting principles in the U.S. ("GAAP"), including EBITDA, adjusted EBITDA,

adjusted EBITDA margin, free cash flow and net debt and certain ratios and other metrics derived therefrom. We have provided reconciliations of non-GAAP financial measures to the

most directly comparable GAAP financial measures in the Appendix to this presentation.

Venator Snapshot

3

En

d M

ark

ets

(1)

2018

Revenue (mm) $2,265

Adj. EBITDA (mm) $436

% margin 19%

2018

Revenue (mm) $1,666

Adj. EBITDA (mm) $417

% margin 25%

2018

Revenue (mm) $599

Adj. EBITDA (mm) $62

% margin 10%

Titanium Dioxide Performance Additives

Se

gm

en

tR

ep

res

en

tati

ve

Cu

sto

me

rs

(1) 2018 Revenues

Architectural Coatings

28%

Industial Coatings

14%Plastics

36%

Inks5%

Fibres & Films9%

Other3%

Personal Care, Food,

Pharmaceuticals & Active Materials

5%

Architectural Coatings

14%

Industial Coatings

12%

Construction42%

Plastics16%

Fibres & Films3%

Agriculture & Water

4%

Other3%

Personal Care, Food,

Pharmaceuticals & Active

Materials

6%

Pori EBITDA Adjustment

Titanium DioxideUnderlying industry fundamentals remain intact

4

Chemours17%

Cristal11%

Venator9%

Lomon Billions9%Kronos

7%

Tronox6%

Others41%

2018 Revenues Source: Management Estimates

Segment

Revenues

$1.7billion

Segment

Adjusted EBITDA

$417million

COATINGS

INKS

2018 Nameplate Capacity; based on management estimates

TiO2 Capacity

End Markets 2018

$ in millions

Annual EBITDA History(1)

(1) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period, based upon

their management’s representation; excludes the related sale of our TR52 product line – used in printing inks – to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes the allocation of general

corporate overhead by Rockwood

Quarterly EBITDA History$ in millions

Adj. EBITDA ex. Pori Adj. EBITDA Margin

Adj. EBITDA ex. Pori Adj. EBITDA MarginPori EBITDA Adjustment

243

572

349

84 84

-58 12

312 376

63

127

100

33 50 50

49

75 41

17%

30%

22%

6% 7%

(1%)

4%

24% 25%

2010 2011 2012 2013 2014 2015 2016 2017 2018

24 41

78

107 86

125 124

75 52

10

7

15

20

33

18 23

9%

12%

23%

29%31% 31% 32%

19%

14%

4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18

Personal Care, Food,

Pharmaceuticals & Active

Materials

5%

Architectural Coatings

28%

Industial Coatings

14%Plastics36%

Inks5%

Fibres & Films9%

Other3%

Market Leader in High-Value Specialty TiO2

Favorable application mix

Source: Management estimates5

Venator has more than half of its sales volume in high value TiO2 categories

1,000 2,000 3,000 4,000 5,000 6,000

Pri

ce

Low QualityFunctional

Differentiated

Sp

ec

ialtie

s

9%17% 42% 32%

16%0% 40% 44%

Legend:

% Total global TiO2

industry demand

% Venator TiO2 sales

volume

Venator Focus

Estimated World Demand (kmt)Indicative EBITDA

margins1x 2x 3x+

Catalysts

Food

Pharma &

Cosmetics

Fibers &

Films

Solar

Specialty

Inks

Industrial coatings

Performance plastics

Differentiated Inks

Functional coatings (architectural)

Functional plastics

Paper

Applications

2014 2015 2016 2017 2018 YTD

Specialty TiO2

Margin stability supports strategic investment

6(1) Comparing variable contribution margin of specialty grades (excluding inks) and functional grades

Source: Management estimates

Demand for specialty grade TiO2 is more resilient

throughout a cycle

Specialty grades have an enhanced margin profile

compared to functional grades

Limited number of producers with high barriers to entry

Applications: Catalysts; Food; Pharma & Cosmetics;

Fibers & Films; Solar; Specialty Inks

Specialty Profile Outlook

Will strengthen Venator’s leading position in specialty

grade TiO2

Expect pricing and demand to remain solid

Investment to target higher margin specialty grades of

TiO2

Margin Differential: Specialty vs. Functional(1)

Functional

TiO2

Specialty

TiO2

13

22 21

15 15

24 23

12

3

9%

14%

13%

10% 10%

14%13%

8%

3%

4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18

Performance AdditivesStable annual earnings and cash generative business

7

$ in millions

2018 Revenues

End Markets

Annual EBITDA History(1)

Quarterly EBITDA History

Segment

Revenues

$0.6billion

Segment

Adjusted EBITDA

$62million

CONSTRUCTION

COATINGS

2018Source: Management Estimates

(1) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period,

based upon their management’s representation; excludes the related sale of our TR52 product line – used in printing inks – to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes

the allocation of general corporate overhead by Rockwood

$ in millions

103

119

8998

91

69 6972 62

15%16%

13%15%

14%

12%12% 12%

10%

2010 2011 2012 2013 2014 2015 2016 2017 2018

Segment Adj. EBITDA Segment Adj. EBITDA Margin

Architectural Coatings

14%

Industial Coatings

12%

Construction42%

Plastics16%

Fibres & Films3%

Agriculture & Water

4%

Other3%

Personal Care, Food,

Pharmaceuticals &

Active Materials

6%

Functional

Additives

Performance Additives

Source: Company filings8

Residential construction (ACQ,

ECOLIFETM and Copper Azole)

Protects wood from decay and

fungal or insect attack

Industrial construction

(Chromated Copper Arsenate)

Prolongs service life of wood

Polyaluminium chloride

based flocculants

Clarifies water by promoting the

sedimentation of particles

Highly durable red, yellow, black

and tan pigments

Colorants for paint, plastics and

concrete

Iron Oxides

Unique blue-shade pigments

Violet and pink variants

Ultramarines

Specialty Inorganics

Chemicals

Weather-resistant, chemically

stable pigments

Distinct color shades

Driers Controls the drying rate of a paint

or ink

Color

Pigments

Timber and

Water

Treatment

Barium and Zinc Additives Fillers that enhance the gloss and

flow of paints and the mechanical

properties of plastics

Specialty soft white pigments

Product Characteristics & Uses Competition Benefit

36%

37%

27%

2018 EBITDA

% split

Product overview

Strong EBITDA margins

Complementary and common

process technology

Similar customer base to TiO2

High cash conversion margins

Good geographic balance

Similar customer base to TiO2

Common process technology

Limited number of major

competitors

Stable demand profile

High cash conversion

2019 2020

~$10

~$35

Delivery on Business Improvement Programs

9

2017 Program Highlights

2019 Business Improvement Program

2019 Program Highlights

❑ $5 million of incremental benefit captured in 4Q18

❑ $52 million of cumulative benefit captured through 4Q18

❑ $60 million fixed cost run-rate benefit expected to be

captured in 1Q19(1)

– Actions to deliver incremental benefit are complete

❑ $30 million of volumetric benefits remain dependent on

market conditions

$ in millions

(1) Cumulative adjusted EBITDA benefit compared to year-end 2016 baseline

(2) Cumulative adjusted EBITDA benefit compared to year-end 2018 baseline

Program launched in December 2018 in response to

current economic and demand environment

– Commenced initial actions in 4Q18

Target $40 million of annual adjusted EBITDA benefit

– Expect to exit 2020 at the targeted run-rate(2)

– Estimated cash restructuring costs of ~$15 million

Target $60 million of working capital reduction in 2019

compared to 2018

2017 Business Improvement Program

$ in millions

Expect to deliver an additional ~$40mm annual EBITDA benefit

$3

$12

$24

$34$41

$47$52

2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18

Cash Uses

(1) Excludes Pori related expenses in 2018 and includes $25 million of specialty technology transfer capital expenditures in 2019

(2) Includes Pori wind-down costs, closure costs and prior capital expenditures at Pori unrelated to the transfer program

(3) Mid-cycle EBITDA estimate, based on the timing of plant commissioning10

Cash Uses 2018 2019E

Adjusted EBITDA $436

Capital expenditures(1) (114) ~(130)

Cash interest (46) (40)-(45)

Primary working capital change (105) ~60

Restructuring(1) (37) (30)-(35)

Other (includes pension)(1) (78) (60)-(70)

Cash income taxes(34)

13% 10 - 15%

Pori cash expenses, net(2) (60) (65)-(70)

Total free cash flow $(38)

$ in millions

On-track with total combined project wind-

down and estimated closure costs

associated with Pori

Focused on transferring core specialty

technology from Pori to sites elsewhere in

our network

– Estimated annual adjusted EBITDA from

transfer program of ~$15mm(3) in 2020 and

~$40mm(3) in 2023

Deferred capacity strengthening actions

Comment

See Appendix for reconciliations and important explanatory notes

Why Venator?

11

Leading Producer of

Specialty TiO2

Successfully completed actions expected to deliver the fixed cost reduction target of

$60 million as part of the 2017 Business Improvement Program

Commenced the 2019 Business Improvement Program which is expected to deliver

$40 million in annual run-rate adjusted EBITDA improvement in 2020

Successful Business

Transformation

Attractive Financial

Position

Complementary

Performance Additives

Business

Market leader in high-value specialty TiO2

Advancing with the transfer of specialty technology from Pori to other sites

Global provider of performance additives, with market leading positions

Cash generative business with low capital intensity

Strong balance sheet provides additional optionality

Attractive tax profile with ~$1.1 billion of NOLs

Appendix

12

Pro Forma Adj. EBITDA Reconciliation

(1) Adjusted to include Rockwood pro forma

(2) Pro-forma estimates, 2010-2017

(3) Pro forma for unrealized benefit from the $60mm cost reduction element of the 2017 Business Improvement Program (excludes the $30mm of volume benefit from the 2017 Business Improvement Program)13

$ in millions 2010 2011 2012 2013 2014 2015 2016 2017 2018

Net Income/(Loss) $ (162) $ (352) $ (77) $ 144 $ (157)

Net income attributable to noncontrolling interests (2) (7) (10) (10) (6)

Net income of discontinued operations – (10) (8) (8) –

Interest 2 30 44 40 40

Taxes (17) (34) (23) 50 (8)

Depreciation and Amortization 93 100 114 127 132

EBITDA $ (86) $ (273) $ 40 $ 343 $ 1

Business acquisition and integration expenses 45 44 11 5 20

Separation expense, net – – – 7 2

US income tax reform – – – (34) –

Purchase accounting adjustments 13 – – – –

(Gain) loss on disposition of businesses/assets (1) 1 (22) – 2

Certain legal settlements and related expense 3 3 2 1 –

Amortization of pension and postretirement actuarial losses 11 9 10 17 15

Net plant incident costs (credits) – 4 1 4 (232)

Restructuring, impairment, and plant closing costs 62 220 35 52 628

Adjusted EBITDA $ 47 $ 8 $ 77 $ 395 $ 436

Corporate and other 29 53 53 64 43

Operating Segment Adjusted EBITDA $ 76 $ 61 $ 130 $ 459 $ 479

Titanium Dioxide Segment EBITDA(1) 306– 699– 449– 117 134 (8) 61 387 417

Performance Additives Segment EBITDA(1) 103– 119– 89– 98 91 69 69 72 62

Public company standalone costs(2) (40) (40) (40) (40) (40) (40) (40) (40) (43)

Business improvement program unrealized(3) – – – – – – – 37 20

1Q17 impact from Pori Fire – – – – – – – 15 –

Pori related EBITDA adjustment (63) (127) (100) (33) (50) (50) (49) (75) (41)

Pro forma Adjusted EBITDA $ 306 $ 651 $ 398 $ 142 $ 135 $ (29) $ 41 $ 396 $ 415