UNDERWRITING AGREEMENT Tronox Limited 19,500,000 Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 6th, 2017 • Exxaro Resources LTD • Industrial inorganic chemicals • New York
Exxaro Resources Limited (the “Selling Shareholder”), a shareholder of Tronox Limited, an Australian corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 19,500,000 Class B Ordinary Shares of the Company which convert automatically to Class A Ordinary Shares upon the transfer to a person who is not an affiliate of the Selling Shareholder (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,925,000 Class B Ordinary Shares of the Company which convert automatically to Class A Ordinary Shares upon the transfer to a person who is not an affiliate of the Selling Shareholder (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Class A Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares, together with t
