The Company hereby confirms its agreement with the several Underwriters concerning the
purchase and sale of the Securities, as follows:
1. Registration Statement.
(a) The Company has prepared and filed with the Securities and Exchange Commission (the Commission) under
the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Securities Act), an automatic shelf registration statement on Form S-3
(File No. 333-212372), including a prospectus, relating to the Securities, which became effective upon filing with the Commission. Such registration statement, including the information, if any, deemed
pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (Rule 430 Information), is referred to herein as the Registration Statement;
and as used herein, the term Base Prospectus means the prospectus included in the Registration Statement at the time of its effectiveness, the term Preliminary Prospectus means each preliminary prospectus
supplement specifically relating to the Securities, filed together with the Base Prospectus pursuant to Rule 424(b), and the term Prospectus means the prospectus supplement, together with the Base Prospectus, in the form first
used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration
Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to amend, amendment or supplement with respect to the Registration Statement, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the
Exchange Act) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.
(b) At or prior to 7:00 P.M. (London time) on May 14, 2019, the time when sales of the Securities were first made (the
Time of Sale), the Company had prepared the following information (collectively, the Time of Sale Information): a Preliminary Prospectus dated May 14, 2019, and each free-writing
prospectus (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.