UNDERWRITING AGREEMENT Tronox Holdings plc 19,108,970 Ordinary Shares Underwriting AgreementUnderwriting Agreement • March 1st, 2021 • Exxaro Resources LTD • Industrial inorganic chemicals • New York
Exxaro Resources Limited (the “Selling Shareholder”), a shareholder of Tronox Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as a representative (the “Representative”), an aggregate of 19,108,970 ordinary shares, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,866,345 ordinary shares, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The ordinary shares, par value $0.01 per share, of the Company (“ordinary shares”) to be outstanding after giving effect to the sale of the Shares, are referred to herein as the “Stock.” The registration under the Securities Act (as hereinafter defined) of the Shares to be sold by the Selling Sharehol
