Subscription Agreement dated March 7, 2018 between DXC Technology | DXC Technology | commercial contracts (2023)

Exposure 1.1

RUN VERSION

DXC TECHNOLOGY COMPANY

£ 250.000.000

2.750% senior notes due 2025

SUBSCRIPTION AGREEMENT

March 7, 2018

RUN VERSION

transfer agreement

March 7, 2018

BANCO LLOYDS PLC

MERRILL LYNCH INTERNACIONAL

BARCLAYS BANK PLC

MIZUHO INTERNATIONAL PLC

MUFG SECURITIES EMEA PLC

RBC EUROPE LIMITED

CITIGROUP GLOBAL MARKETS LIMITED

COMMERZBANK AKTIENGESELLSCHAFT

PNC CAPITAL MARKETS LLC

THE ROYAL BANK OF SCOTLAND PLC (HANDELN ALS NATWEST MARKETS)

SCOTIABANK EUROPE PLC

SMBC NIKKO CAPITAL MARKETS LIMITED

DANSKE BANK A/S

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES PLC

BANCO DE TORONTO-DOMINION

WELLS FARGO SECURITIES INTERNATIONAL LIMITED

BNP PARIBAS

BNY MELLON CAPITAL MARKETS, LLC

COMMONWEALTH BANK OF AUSTRALIA

DBS BANK LTDA.

ING BANK N.V., BRANCH IN BELGIUM

RECOGNIZED STANDARD BANK

US BANCORP INVESTMENTS, INC.

c/o LLOYDS BANK PLC

Rue Gresham, 10

Londres EC2V 7AE

Great Britain

a/c MERRILL LYNCH INTERNATIONAL

King Edward Street, 2

London EC1A 1HQ

Great Britain

Ladies and gentlemen:

introductory. DXC Technology Company, a Nevada corporation (theChase), proposes the issuance and sale to the various subscribers listed in Annex A (theinsurer), acting individually and not collectively, the respective amounts set out in this Schedule A totaling £250,000,000 of the Company's 2.750% Senior Notes due 2025 (theComments). Lloyds Bank plc and Merrill Lynch International have agreed to act as agents for various underwriters (in this capacity, theRepresentative) in connection with the offer and sale of the Notes.

The Notes are issued pursuant to an agreement dated 27 March 2017 (thebasic contract), between the Company and the United States National Bank Association, as Trustee (theadministrator). Certain terms of the Notes will be determined pursuant to a Sixth Supplementary Agreement made on the Closing Date (as defined in Section 2 below) between the Company, the Trustee and Elavon Financial Services DAC, UK Branch, as Paying Agent (thepaying agent) (to diesupplementary contractand together with the basic contract theContract). The Notes will be issued in book-entry form and in the name of a common depositary (theguardian) or its authorized representative on behalf of Clearstream Banking, S.A. and Euroclear Bank S.A./N.V. as operator of the Euroclear system.

The Company has filed with the Securities and Exchange Commission (theCommission) an automatic statement of shelf registration as provided for in Rule 405 (Rule 405) of the Securities Act 1933, as amended, and the rules and regulations enacted under it (collectively theSecurities Law), on Form S-3 (file number 333-219941), which includes a basic prospectus (thebase prospectus), for use in connection with the public offering and sale of the Company's debt instruments, including the Notes, pursuant toSecurities Law, and offers from time to time pursuant to Rule 415 of the Securities Act. This registration statement, including the financial statements, schedules and exhibits thereto, in accordance with the Securities Act, including all necessary information that is considered a part of it as of the effective date in accordance with Rule 430B of the Securities Act , is calledRegistration statement.the termflyermeans the final prospectus supplement relating to the Notes, together with the Base Prospectus, first filed under Rule 424(b) after the date and time of formation of this Agreement (theruntime) by the contracting parties. the termPreliminary Prospectusmeans any preliminary prospectus supplement relating to the Notes together with the Base Prospectus first filed with the Commission pursuant to Rule 424(b). Any reference contained herein to the registration statement, preliminary prospectus or prospectus shall constitute a reference to and include the documents filed in accordance with Item 12 of Form S-3 under the Securities Act before 11:50 am, New York City time, on March 7, 2018 (thefirst hour of sale). All references in this Agreement to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall include all copies maintained by the Commission in accordance with its electronic data collection, analysis and retrieval system. (EDGAR).

All references in this Agreement to financial statements and tables and other information "included", "included" or "specified" (or other references of similar importance) in the Registration Statement, Prospectus or Preliminary Prospectus shall be deemed "included", "included" or "specified" (or other references of similar meaning). and contain all financial statements and statements and other information that have been or will be incorporated by reference in the registration statement, prospectus or preliminary prospectus prior to the initial sale date; and all references in this Agreement to any amendment or supplement to the Registration Document, Prospectus or Preliminary Prospectus shall be deemed to be filing documents under the Securities Exchange Act of 1934, as amended, and the rules and regulations published thereunder (collectively theStock Exchange Law) that is incorporated or deemed to be incorporated by reference in the registration statement, prospectus or preliminary prospectus after the initial point of sale.

3

The Company confirms its agreements with Subscribers as follows:

PART 1.Company representations and warranties. The Company hereby represents, warrants and undertakes to each Subscriber as of the date hereof, the date of the initial sale and the closing date (in each case, arepresentation date), as follows:

(A)Compliance with registration requirements. The Company meets the requirements for use of a Form S-3 under the Securities Act. The Registration Statement became effective under the Securities Act and no freezing order suspending the effectiveness of the Registration Statement under the Securities Act has been issued and no proceedings to that effect have been instituted or are pending or, to the Company's knowledge , is the case are being considered or threatened by the Commission and any requests for further information from the Commission have been or will be complied with. Furthermore, in accordance with the Trust Indenture Act 1939, as amended, and the rules and regulations published under it (thetrust deed law).

Any Registration Statement and any subsequent amendment as of the Effective Date and as of any date deemed effective with respect to the Subscribers under Rule 430B(f)(2) and as of any Date of Enactment (i) the requirements of Securities Act and the Trust Indenture Act has and will comply in all material respects and (ii) did not and does not contain a misrepresentation of a material fact or omission to state a material fact that must be disclosed or required to be disclosed in order not to make the information contained therein misleading. As of the date of the Prospectus and the Closing Date, neither the Prospectus nor any amendments or supplements thereto contain or contain any untrue statement of any material fact, or omit or omit any material fact necessary to make the statements contained herein, given the circumstances in which that were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection do not apply to (A) any statement or omission in the Registration Statement or any subsequent amendment to the Prospectus or any amendments or additions made on the basis of and in accordance with information provided by the Company in writing will be made available by any Subscriber about the Agents expressly for use therein, it being understood and agreed that the only information provided by any Subscriber about the Agents will consist of the information set forth as such in Section 8 (b) described herein, or (B) to part of the Registration Statement which constitutes the Trustee's Statement of Entitlement (Form T-1) under the Trust Indenture Act.

Each preliminary prospectus and prospectus were in all material respects in compliance with the Securities Act at the time of filing with the SEC, and the preliminary prospectus and prospectus delivered to the underwriters for use in connection with the offering of the Notes are, as of the date of such delivery will be identical to all electronically transmitted copies filed with the Commission under EDGAR, except to the extent permitted by Regulation S-T.

4

(B)outreach package.the termdisclosure packagemeans (i) the preliminary prospectus dated March 7, 2018, (ii) the Company's electronic roadshow in relation to the offering of the Notes dated March 1, 2018, (iii) the prospectuses freely prepared by the issuer, as defined in Rule 433 of the Securities Act (eachEmitent Free Writing Prospekt) set out in Appendix I hereof, and (iv) other free-form prospectuses which the parties below specifically address in writing as part of the disclosure package. At the time of the initial sale, the disclosure package did not contain a misstatement of material fact or omission to disclose material facts necessary for the statements contained therein to be misleading, given the circumstances in which they were made. The preceding sentence does not apply to any statement or omission in the disclosure package that is based on and consistent with written information made available to the Company by a Subscriber through the Representatives specifically for use therein, it being understood and agreed that only such information provided by each Subscriber through the Agents consists of the information described as such in Section 8(b) of this document.

(C)Incorporated Documents. Documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, at the time they are filed with the Commission, have or will comply in all material respects with the requirements of the Exchange Act.

(D)The company is a well-known experienced issuer. (i) At the time the Registration Statement was filed, (ii) at the time the Registration Statement was last amended for the purpose of complying with Section 10(a)(3) of the Securities Act ( regardless of whether or not such amendment has occurred in effect subsequent to the Amendment, report received pursuant to Section 13 or 15(d) of the Exchange Act or Prospectus form), (iii) at the time the Company or any person acting on its behalf (within the meaning of that clause of Rule 163(c) of the Securities Act) made an offer in respect of the Notes based on the exception to Rule 163 of the Securities Act, and (iv) at the time of the offer, the Company was and is a known senior issuer as defined in Rule 405 of the Securities Act. The Registration Statement is an “Auto Shelf Registration Statement” as defined in Rule 405 of the Securities Act, which automatically became effective no more than three years prior to the Execution Time; The Company has not received any notice from the Commission under Rule 401(g)(2) of the Securities Act objecting to the use of the automated shelf registration form and the Company is not authorized to use the automated shelf registration form.

(e)The company is not an inappropriate issuer. (i) At the time of filing the Registration Statement and (ii) at the Time of Execution (date that will be used as the Calculation Date for the purposes of this clause (ii)), the Company was not and is not an Eligible Issuer (as per defined in Rule 405 of the Securities Act).

(F)Free issuance of prospectuses by the issuer. Each issuer's free draft prospectus, from the date of issue and any time thereafter until completion of the offering of Notes under this Agreement or such earlier date as the Company notifies or notifies the Agents as described in the next sentence, must not: contained and will not contain any information conflicting, conflicting or inconsistent with information contained in the registration form, preliminary prospectus or prospectus. If at any time after the publication of an Issuer's Free Writing Prospectus, an event or development occurs or occurs

5

as a result of this issuer's draft free prospectus being or becoming inconsistent with the information contained in the registration statement, preliminary prospectus or prospectus, the Company has promptly notified or will promptly notify representatives and has promptly modified or supplemented or will promptly amend it or, at its own expense, amend the Issuer's Free Writing Prospectus to eliminate or correct any conflict. Neither of the foregoing two sentences shall apply to any statement or omission in a free draft issuer prospectus that is based on and consistent with written information made available to the Company by an Underwriter by the Agents specifically for use therein, it being understood and agreed that only such information provided by a Subscriber about the Agents will consist of the information described as such in Section 8(b) of this document.

(G)Distribution of promotional material by the company. Prior to the Closing Date and completion of the distribution of the Notes to the Subscribers, the Company has not and will not distribute any offering material relating to the offer and sale of the Notes, other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any issuer's free format issued by reviewed and approved by the Agents and included in Appendix I of this document, or any electronic roadshow or other written communications reviewed and approved by the Agents and listed in Appendix II of this document (eachAdditional Written Notice from the Company). Each such additional written communication from the Company, together with the disclosure package, did not and will not, as of the Closing Date, contain a false statement of a material fact or omit the statement of a material fact that is necessary to make the statements therein. contained, given the circumstances, under which they were made, not misleading. The foregoing sentence does not apply to any statement or omission in the Company's further written notice that is based upon and consistent with written information made available to the Company by an Subscriber about the Representatives specifically for use therein, it being understood and agreed that only such information provided by a Subscriber about the Agents consists of the information described as such in Section 8(b) of this document.

(H)No applicable registration or other similar rights. To the best of the Company's knowledge, there are no persons with registration or other similar rights to have any share or debt registered for sale pursuant to the Registration Statement or to be included in the offering contemplated by this Agreement, except where the rights duly granted are waived.

(EU)The purchase contract. This Agreement has been duly authorized, executed and delivered by the Company.

(J)Authorization and Enforcement of the Contract. The Master Deed has been duly qualified under the Trust Indenture Act and duly approved, executed and delivered by the Company and, subject to due approval, execution and delivery by the Trustee, constitutes a valid and binding contract of the Company, enforceable against the accordance with its terms, except to the extent that such enforceability may be prevented by bankruptcy, insolvency, fraudulent assignment, reorganization, moratorium or other similar laws relating to the rights and remedies of creditors generally or by equitable principle in relation to enforceability (together with OApplicability exceptions). The Supplementary Agreement was duly approved by all the necessary corporate acts of the Company; Upon signature and delivery by the Company, and upon proper authorisation, signature and delivery by the Fiduciary Agent, the Supplementary Agreement constitutes a valid and binding contract of the Company, enforceable under its terms against the Company, except to the extent such enforceability may permit that this is restricted by the applicability exceptions.

6

(k)Authorization and Execution of Notes.The Notes to be purchased by the Company's Subscribers were duly authorized for issue and sale in accordance with this Agreement and the Deed and will be duly executed by the Company on the Closing Date as provided for in the Deed and, if duly executed, by the Fiduciary Agent with signature recognized in the manner set forth in the Agreement and delivered against payment of the respective acquisition price, constitute valid and binding obligations of the Company, enforceable under their terms, subject to the Exceptions to Chargeability and entitled to the benefits of the Indenture.

(eu)Description of Notes and Agreement. The Notes and the Agreement are consistent in all material respects with their descriptions in the Disclosure Package and the Prospectus.

(M)accuracy of statements. The information in each of the Disclosure Packages and Prospectus under the headings "Description of Notes" and "Description of Notes", to the extent that such information constitutes a summary of the legal issues or documents referred to therein, accurately reflects in all relevant material the matters referred to therein and summarize.

(N)No significant adverse change. Except as otherwise indicated in the disclosure package, on the relevant dates when information is contained in the disclosure package, (i) neither the Company nor any of its subsidiaries have suffered any material loss or impairment of their business as a result of fire, explosion, flood or other disaster, whether or not covered by insurance, or as a result of industrial disputes or legal proceedings or governmental actions, orders or injunctions and (ii) there have been no material adverse changes or developments that could reasonably be expected to result in a material adverse change in the condition, financial or otherwise, or the earnings, management, business, property or results of operations, whether or not arising out of transactions in the ordinary course of business of the Company and its subsidiaries, will be deemed an entity (any change is referred to assignificant adverse change).

(Ö)Independent Accountants. Deloitte & Touche LLP, which expressed its opinion on the audited financial statements of Computer Sciences Corporation, a Nevada corporation (CSC), for the years ended March 31, 2017, April 1, 2016 and April 3, 2015, which are incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, are independent auditors in relation to the CSC as required by the Securities Act and required by the Securities Act Exchange Act and is an independent entity registered with the Public Company Accounting Oversight Board (thePCAOB). Ernst & Young LLP, which expressed its opinion on the combined audited financial statements of Everett Spinco, Inc., a Delaware corporation (Everett), for the years ended October 31, 2016, 2015 and 2014 incorporated by reference in the registration statement, preliminary prospectus and prospectus beginning on April 3, 2017 and during the period covered by the combined financial statements, on which they report have been independent auditors of Everett under the requirements of the Securities Act and the Exchange Act and are an independent accounting firm registered with the PCAOB.

7

(P)Preparation of annual financial statements.The financial statements, together with the accompanying notes contained in or incorporated by reference in the registration statement, preliminary prospectus and prospectus, present, in all material respects, the consolidated financial position of the Company, CSC and Everett and their respective subsidiaries as of and on the dates indicated, as well as the results of its operations and cash flows for the periods indicated. These financial statements meet the accounting requirements of the Securities Act and have been prepared in accordance with generally accepted accounting principles used in the United States during the periods in question, except as expressly provided in the accompanying notes. The selected financial data and summary financial information contained in the preliminary prospectus and prospectus fairly represent the information contained therein in all material respects and have been prepared consistent with the audited financial statements included in the registration document, the preliminary prospectus and the prospectus. . In addition, when the pro forma financial statements of the Company, CSC and Everett and their respective subsidiaries and related notes are included in the registration statement, preliminary prospectus and prospectus, such pro forma financial statements and related notes constitute a fair representation. contained herein has been prepared in all material respects in accordance with the Commission's rules and guidelines relating to pro forma financial statements and has been duly compiled on the basis of the bases described therein and the assumptions used in their preparation and reasonable adjustments made therein are to implement the transactions and circumstances referred to therein. The eXtensible Business Reporting Language (XBRL) interactive data incorporated by reference in the Registration Statement, Preliminary Prospectus and Prospectus fairly represents the required information in all material respects and is prepared in accordance with applicable Commission rules and guidelines.

(Q)Establishment and good reputation of the company and its subsidiaries. Each company and its significant subsidiaries, as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act (theSignificant Subsidiaries) is duly incorporated and validly exists as a corporation in good standing under the laws of the jurisdiction of your organization and has power and authority to own property or rent, as the case may be, and to operate and conduct its business as set forth in the package of disclosure and in the Prospectus and, in the case of the Company, enter into and perform its obligations under this Agreement. Each of the companies and each significant subsidiary is duly qualified to do business and in good standing in any jurisdiction where such qualification is required, whether by virtue of owning or renting property or conducting business, with Except in jurisdictions where failure to qualify or be in good standing, individually or collectively, cannot reasonably be expected to have a material adverse effect on (i) financial or other health or business health, property or results of operations or prospects, whether arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as a single entity, or (ii) the Company's ability to fulfill its obligations set forth therein to carry out and carry out the operations contemplated therein, the Agreement, the Indenture and the Notes (each onesignificant adverse effect). All issued and outstanding common shares or other interests of each relevant subsidiary

8

have been duly authorized and validly issued, have been paid in full and are not subject to valuation, unless such failure could reasonably be expected to have a material adverse effect and are owned by the Company directly or through subsidiaries (except in the case of any foreign subsidiary), free of any right in rem of material guarantee, mortgage, lien, encumbrance, encumbrance or claim.

(R)Capitalization and other capital stock issues. The Company has an authorized capitalization as disclosed in the disclosure package and prospectus under the headingcapitalization(except for any subsequent issuance pursuant to the employee benefit plans described in the disclosure package and prospectus or upon the exercise of outstanding options or warrants described in the disclosure package and prospectus).

(S)non-violation of existing instruments; No other permits or approvals required. Neither the Company nor any of its subsidiaries will violate their articles of incorporation or by-laws or fail to perform or perform any obligation, covenant, representation or term contained in any contract, contract, mortgage, deed of trust, loan, credit agreement, debenture, lease or other agreement or Instruments in which the Company or any of its affiliates has an interest or by which any of them may be bound, or to which the property or assets of the Company or any of its affiliates are subject (collectively theagreements and instruments), except for those failures which cannot reasonably be expected to result in a material adverse effect. The execution, delivery and performance of this Agreement, the Agreement, the Notes and any other agreement or instrument made or to be made or issued by the Company in connection with the transactions contemplated in this document or below or in the disclosure package of the Prospectus and the consummation of the transactions contemplated in this document and in the disclosure package and prospectus (including the issuance and sale of the Notes and the use of proceeds from the sale of the Notes as set out in the disclosure package and prospectus under the heading Use of Proceeds) and the fulfillment of the Commitments of Company herein and the Agreement and the Debentures have been and will not be duly approved by all necessary corporate acts, whether with or without prior notice or term clearance or both, or any breach or default or Redemption Event (as defined below) constitute or result in the creation or imposition of any liens, charges or encumbrances on any property or assets of the Company or any of its subsidiaries in accordance with the Contracts and Instruments, except for such conflicts, breaches or defaults or liens, charges or liens, individually or in the aggregate cannot reasonably be expected to result in a material adverse effect, nor will such action result in any breach of the provisions of the by-laws, articles of incorporation or articles of organization, if any, or any other organizational document of the Company or any of its Affiliates or any applicable law, statute, rule, regulation, judgment, order, letter or decree of any government, governmental agency or court, domestic or foreign, having jurisdiction over the Company or its Affiliates or its assets or property. As used here, a meansRedemption Eventmeans any event or condition that gives the holder of a promissory note, debenture or other evidence of debt (or any person acting on behalf of such holder) the right to repurchase, redeem or repay all or part of such debt to be required from the Company or any of its subsidiaries prior to the scheduled expiration date. No consent, approval, authorization, order, license, registration or qualification by or with any governmental body or court is required for the issue and sale of the Notes or their consummation.

9

the performance of any transaction contemplated by this Agreement, the Deed or the Notes, except for any consent, approval, authorization, order, license, registration or qualification required by the Securities Act, the Trust Indenture Act and the Government Securities orblue skyLaws relating to the purchase and distribution of Notes by Subscribers and the listing of Securities on the New York Stock Exchange.

(T)No relevant claim or lawsuit. Except as provided in the Prospectus and Disclosure Package, no suit, proceeding, inquiry or investigation is currently pending before or by any court or governmental agency or body, domestic or foreign, or to the Company's knowledge threatened, against or against the Company or any one of its subsidiaries are applicable which, individually or collectively, could reasonably result in a material adverse effect.

(you)work matters. There are no material disputes, or to the best knowledge of the Company being considered or threatened, with any employee of the Company or any of its subsidiaries that, individually or collectively, would reasonably result in a material adverse effect.

(v)intellectual property right. The Company and its subsidiaries own or are entitled to appropriate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other non-patented and/or non-patentable or confidential information, systems or processes ), trademarks, and services use any trademark, trade name, or other intellectual property (collectivelyIntellectual property) necessary to continue the business they now conduct and neither the Company nor any of its affiliates have received notice or are aware of any infringement or conflict of any asserted intellectual property rights of third parties or any facts or circumstances that would invalidate or otherwise misappropriate any intellectual property to protect the interests of the Company or any of its affiliates, and which individually infringe or contradict (if the subject of an unfavorable ruling, determination or determination) or are invalid or inappropriate or could reasonably be expected as a whole that they would result in a material adverse effect.

(c)All necessary licenses etc.The Company and its subsidiaries hold such authorizations, licenses, authorizations, consents and other authorizations (collectivelyState Licenses) issued by any relevant federal, state, local or foreign regulatory agency or body necessary for the conduct of the business they currently carry on, unless the lack of such governmental license could not reasonably be expected, individually or collectively, to cause material damage adverse effect has effect. The Company and its subsidiaries will comply with the terms and conditions of all such government licenses unless failure to comply, individually or collectively, is not expected to have a material adverse effect. All regulatory licenses are valid and in full force and effect, unless the invalidity of such regulatory licenses or the failure of such regulatory licenses to be in full force and effect is not reasonably expected to have a material adverse effect. Neither the Company nor any of its affiliates have received any notice of any proceeding relating to the revocation or modification of such governmental licenses which, individually or collectively, if subject to any adverse decision, judgment or finding could reasonably result in any material lead to adverse effects.

10

(X)Title to properties. The Company or its affiliates shall have an interest in all property owned by the Company and its affiliates and an interest in all other property owned by them, each free and clear of any mortgage, lien, lien, security interest or lien of of any kind, except those that are (i) described in the disclosure package and prospectus or (ii) individually or collectively do not interfere with the intended and intended use of such property by the Company or any of its affiliates, unless such interference, individually or collectively would reasonably be permitted to have no significant adverse effects. All leases and subleases to which the Company or any of its affiliates are a party and under which the Company or any of its affiliates own any property described in the disclosure package and prospectus are in full force, unless there is failure to be in full effect and cannot reasonably be expected, individually or collectively, to have a material adverse effect. Neither the Company nor any of its affiliates have received notice of any claim of any kind made by any person that infringes the rights of the Company or any of its affiliates under such leases or subleases or infringes or disputes the rights of the Company or any of its its affiliates to the continued possession of facilities leased or subleased under such lease or sublease, unless such claim, individually or jointly, would not have a material adverse effect.

(y)tax compliance. Except as described in the Disclosure Package and Prospectus, the Company and its subsidiaries have filed all federal, state, local and foreign tax returns that must be filed or properly requested for renewals and have paid all taxes due on each and all related to them assessments, fines or penalties, except for such taxes, assessments, fines or penalties which are contested in good faith and by appropriate procedures or for which the Company has established an adequate reserve for such potential liability, or unless the failure making such filings, paying such taxes or requesting such renewals would not reasonably be expected, individually or collectively, to have a material adverse effect. The financial statements referred to in Section 1(p) above provide reasonable charges, provisions and reserves with respect to all federal, state, local and foreign taxes for any period in which the tax liability of the Company or any of its subsidiaries whether not definitive have been determined or verifiable by the relevant tax authorities, unless failure to provide such reasonable rates, provisions and reserves, individually or in the aggregate, would not have a material adverse effect.

(z)Company No investment company. The Company is not and after receiving the payment of the Debentures and application of the product as contemplated in the titleUse of proceedsin the disclosure package and prospectus will not beinvestment companyas defined by the Investment Company Act 1940, as amended, and the rules and regulations made thereunder.

(aa)Safe. The Company and its subsidiaries are insured with policies for amounts and deductibles and cover the risks that the Company considers reasonable and usual for its business. The Company and its subsidiaries comply with the terms of all insurance policies covering the Company or its subsidiaries, or their respective businesses, assets, employees, officers and directors, for all material matters. The Company has no reason to believe that any member of the Company or any of its

11

Subsidiaries may not (i) renew their existing insurance coverage when these policies expire, or (ii) obtain comparable insurance coverage from similar institutions that is necessary or appropriate to continue their business as they are and corresponding costs continue to exist Cannot reasonably expected to have a material adverse effect.

(bb)No stabilization or price manipulation. The Company has not and will not take, directly or indirectly, any action intended to or which could reasonably be expected to have the effect of stabilizing or manipulating the price of the Notes.

(cc)[Reserved].

(tt)No illegal donations or other payments. Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would accordingly to any Breach by such persons of (i) the Foreign Corrupt Practices Act 1977, as amended, and the rules and regulations below (theFCPA), including, but not limited to, the corrupt use of the mail or other means or instruments of interstate commerce to further any offer, payment, promise of payment, or authorization of payment in cash or other property, gift, promise, or authorization to give anything of value to someoneforeign official(as that term is defined in the FCPA) or a foreign political party or official thereof, or a candidate for foreign political office in violation of the FCPA, (ii) the U.K. Bribery Act 2010 (thebribery law) or (iii) or other applicable anti-bribery or anti-corruption laws (along with the FCPA and the Bribery Act, theAnti-Corruption Laws). that continue to be fulfilled.

(von)No conflict with money laundering laws. The business of the Company and its subsidiaries is and has been conducted at all times in accordance with the applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act 1970, as amended, the laws of money laundering of all applicable jurisdictions and the rules and regulations below and all relating thereto, or similar rule, regulation or policy issued, administered or enforced by any government agency (collectively, themoney laundering laws) and no suit, action or proceeding by or before any court or government agency, agency or body or arbitrator to which the Company or any of its affiliates is a party relating to money laundering laws is pending or, at best , Knowledge of the company, threatened.

(ff)No conflict with sanctions laws. Neither the Company nor any of its subsidiaries, nor to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any United States sanctions imposed by the Office of Foreign Asset Control of the United States Department of the Treasury, the United States Department of Commerce, the United States Department of State, the United Nations Security Council, the European Union, Her Majesty's Department of Treasury or any other applicable sanctions authority (collectively,sanctions), nor is the Company or any of its subsidiaries a resident, organized or resident

12

in a country or territory subject to sanctions. The Company will not, directly or indirectly, use the Offer proceeds, nor lend, contribute or otherwise make such proceeds available to any affiliate, joint venture partner or other person (i) to finance any activity or business with any person who, at the time of such financing is subject to sanctions or located in Crimea, Cuba, Iran, North Korea, Syria or any other country or territory that is subject to sanctions at the time of such financing, or (ii) otherwise resulting in a breach of sanctions by any person (including any person participating in the Offer, whether as a subscriber, adviser, investor or otherwise).

(gg)Compliance with Environmental Laws. Except as described in the Disclosure Package and Prospectus and to the extent that doing so individually or collectively would not result in a material adverse effect, (i) neither the Company nor any of its affiliates violate any federal, state, local or foreign law, any statute, rule, ordinance, ordinance, code, directive or common law, or any judicial or regulatory interpretation, including any judicial or regulatory order, consent, decree or judgment relating to environmental pollution or the protection of human health, the environment (including, but not limited to ambient air, surface water, groundwater, land surface or underground strata) or wildlife, including, but not limited to, laws and regulations relating to the release or threat of release of chemicals, pollutants , contaminants, residues, toxic materials, hazardous materials, petroleum or petroleum products (togetherHazardous Material) or for the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of hazardous materials (collectivelyenvironmental laws), (ii) the Company and its subsidiaries hold all the authorizations, permissions and approvals required by the applicable environmental legislation and each one complies with its requirements, (iii) there are no pending issues or threats, as far as the Company is aware, administrative proceedings , any regulatory or judicial action, process, demand, letter of formal notice, claim, charge, notification of non-compliance or infraction, investigation or proceeding related to environmental laws against the Company or any of its subsidiaries and (iv) there are no events or circumstances that could reasonably be expected to form the basis of any cleanup or remediation order, or lawsuit, action or proceeding brought by any private party or governmental agency or agency against the Company or any of its subsidiaries relating to hazardous or environmental materials laws.

(hh)ERISA compliance. The Company and its subsidiaries and each Employee Benefit Plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the Regulations and their published interpretations (collectivelyERISA)) established or maintained by the Company, its subsidiaries or ERISA affiliates (as defined below) comply in all material respects with ERISA. 3ERISA partnermeans, with respect to the Company or its subsidiaries, any member of a group of organizations described in Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (theInternal Tax Code) of which the company or one of its subsidiaries is a member. No reportable event (as defined by ERISA) has occurred or is reasonably expected to occur in connection with any employee benefit plan established or maintained by the Company, its subsidiaries or any of its ERISA affiliates. No "employee benefit plan" established or maintained by the Company, its subsidiaries or any of its subsidiaries of ERISA, if such "employee benefit plan" were terminated, would have a "value of unfunded benefit obligations" (as defined in ERISA). None of the companies, their subsidiaries or affiliates with ERISA have become or expect to be liable in relation to (i) Title IV of ERISA

13

terminate or opt out of an Employee Benefit Plan (ii) Section 412, 4971 or 4975 of the Internal Revenue Code or (iii) Section 4980B of the Internal Revenue Code with respect to the excise tax imposed thereby. Any "Employee Benefit Plan" established or maintained by the Company, its affiliates or any of its ERISA affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code will have a letter of positive determination from the Internal Revenue Service and nothing received has occurred, whether by act or omission, which has a reasonable likelihood of disqualifying such an employee benefit plan under Section 401(a) of the Internal Revenue Code.

(ii)Compliance with Sarbanes-Oxley. Except as described in the Disclosure Package and the Prospectus, there has been and is no failure by the Company or any of the Company's directors or officers in their capacity to comply in all material respects with any provision of the Sarbanes-Oxley Act 2002 and related rules and regulations (theLei Sarbanes-Oxley), since such rules currently apply to society.

(jj)Internal controls and procedures. Except as described in the disclosure package and prospectus, the Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are carried out in accordance with management's general or specific approvals; (B) transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific approval; and (D) the recorded accounting of assets is compared at appropriate intervals with existing assets and appropriate actions are taken with respect to any differences. Except as described in the disclosure package and prospectus, as of the end of the Company's most recent audited fiscal year there have been (1) no material weaknesses in its internal control over financial reporting (whether or not remedied) and (2) no changes in its internal control over financial reporting Financial reporting that has materially affected, or is likely to materially affect, its internal control over financial reporting. Except as described in the Disclosure Package and the Prospectus, the Company and its consolidated subsidiaries employ disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports or filings pursuant to the Exchange Act is recorded, processed, aggregated and reported, within the timeframes set out in the Commission's rules and forms, collected and communicated to the Company's management, including its Chief Executive Officer or Chief Executive Officers and Chief Financial Officers, as appropriate to enable timely disclosure decisions.

(kk)accuracy of exposures. There are no agreements or documents required to be described in the Registration Statement, Disclosure Package, Prospectus or documents incorporated herein by reference, or filed as attachments to the Registration Statement that are not described or filed.

Any Certificate signed by an employee of the Company and delivered to the agents or solicitors of the Subscribers pursuant to the express terms of this Agreement shall represent the Company's representation and warranty to each Subscriber with respect to the matters set forth herein for which Davis Polk & Wardwell LLP as an adviser of the Underwriters and Latham & Watkins LLP and Woodburn and Wedge, each as a consultant to the Company.

14

SECTION 2.Purchase, sale and delivery of Notes.

(A)The notes. The Company agrees to issue and sell all Notes to the various subscribers individually and not collectively under the terms set forth herein. Subject to the representations, warranties and agreements contained herein and in the terms, but subject to the terms set forth herein, the Subscribers individually and not collectively agree to purchase from the Company the aggregate principal amount of the Notes held against them by the names defined set out in Appendix A at a purchase price of 99.028% of the principal amount of the Notes, payable on the Closing Date.

(B)the closing date. Delivery of the Certificates in respect of the Notes to be purchased by Subscribers on a global basis and payment will be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 (or such other place as the Subscribers may agree) . the Company and the Agents) at 3.00 pm London time on 15th March 2018 or such other time and date as the Subscribers and the Company may mutually agree (the time and date of such closing are referred to asfinal term).

(C)Public Offering of Notes. The Agents notify the Company that the Underwriters intend to offer their respective shares of the Notes, as described in the Disclosure Package and Prospectus, for sale to the public provided the term of performance is such that the Agents, in their sole discretion, determine reasonable and it is practicable.

(D)payment of notes. Payment for the Notes will be made on the Closing Date by transfer of readily available funds at the direction of the Company.

It is understood that the Representatives have been authorized for their own account and for the account of the various Subscribers to accept delivery and receipt and pay the purchase price for the Notes which the Subscribers have agreed to purchase. Distributors may (but shall not be required to) make payment for Notes to be purchased by a Subscriber whose money has not been received by Distributors by the Closing Date of such Subscriber's account, but such payment will not release such Subscriber from its obligations under this contract.

(e)delivery of notes. The Company will deliver or cause to be delivered to agents for the accounts of the various holders of the Notes on the Closing Date against irrevocable release of a transfer of readily available funds equal to the purchase price therefor. The Notes Certificates must be issued in the denominations and registered in the names and denominations that the Agents request at least two clear Business Days before the Closing Date and be made available for inspection on the Business Day before the Closing Date at a location in the city of Nova York, as determined by the representatives. Timing is essential and delivery at the time and place specified in this agreement is an additional condition of the Subscribers' obligations.

15

SECTION 3.company agreements. The Company warrants and agrees with each Subscriber that:

(A)Compliance with securities regulations and commission requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the Securities Act and will promptly notify the Agents and confirm in writing the notice of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any effective amendment subsequent to the Registration Statement or the filing of any supplement or amendment to the preliminary prospectus or prospectus, (ii) receipt of comments from the Commission during the prospectus filing period, (iii) any request from the Commission for an amendment to the registration document or an amendment or addition to the preliminary prospectus or prospectus or additional information; and (iv) the issuance by the Commission of a stop order suspending the effectiveness of the registration document or any order restricting the use of the preliminary prospectus or the prospectus or suspending the eligibility of the Notes for offer or sale in any jurisdiction or preventing or suspending the commencement or threat of proceedings for such purpose. The Company will promptly make the filings required under Rule 424 and will take such steps as it deems necessary to promptly determine whether the preliminary prospectus and the prospectus submitted for filing under Rule 424 have been received for filing by the Commission and, if so, whether this is not the If so, he shall present such document without delay. The Company will use its best efforts to prevent a Stop Order from being issued and, if a Stop Order is issued, to obtain its cancellation at the earliest opportunity.

(B)Submission of Changes. During any period commencing on the date of this Agreement and ending on the later closing date, or any date on which, in the opinion of the Council of Underwriters, the Prospectus is no longer legally required to be delivered in connection with the sale of a Subscriber's Notes or Broker, or in circumstances where such a requirement is required by Rule 172 of the Securities Act (theDeadline for delivering the prospectus), the Company will notify Agents of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the Securities Act) or any amendment, supplement or revision to the Disclosure Package or the Prospectus, whether under the Securities Act, the Exchange Act or otherwise, provide agents with copies of such documents with reasonable notice of proposed filing or use, as the case may be, and must not make or use any document to which agents or the counsel for the Underwriters reasonably objected.

(C)Delivery of registration statements. The Company has made available or will make available to underwriters' agents and attorneys, free of charge, signed copies of the Registration Statement as originally filed and any amendments thereto (including any Schedules filed or incorporated by reference thereto and any documents incorporated or incorporated herein). provide incorporated herein by reference) and signed copies of all approvals and expert certificates and will also provide Representatives, free of charge, with a conforming copy of the Registration Statement as originally filed and any amendments thereto (without supporting evidence) for each of Representative Subscribers. Signed copies of the Registration Statement and any amendments sent to Subscribers are identical to any electronic copies sent to the Commission under EDGAR, except to the extent permitted by Regulation S-T.

16

(D)delivery of leads. The Company will provide each Subscriber, free of charge, with as many copies of the Preliminary Prospectus as such Subscriber may reasonably request and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will make available to each Subscriber, free of charge during the Prospectus Delivery Period, as many copies of the Prospectus as such Subscriber can reasonably request. The Preliminary Prospectus and Prospectus and any amendments or supplements filed with Subscribers are identical to any electronic copies filed with the Commission under EDGAR, except to the extent permitted by Regulation S-T.

(e)Ongoing compliance with securities laws. The Company will comply with the Securities Act and the Exchange Act to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Registration Statement, Disclosure Package and Prospectus. If at any time during the Prospectus Delivery Period an event or condition occurs which, in the opinion of the Council of Underwriters or the Company, requires the Registration Statement to be amended so that the Registration Statement does not misrepresent any material fact or statement omits any material fact that is required or required to be disclosed therein so as not to render the information contained therein misleading or to amend or supplement the disclosure package or prospectus so that the disclosure package or prospectus does not contain or omit a misrepresentation of material fact the statement of material fact necessary to make the statements contained therein not misleading in light of circumstances existing at the time of the initial sale or at the time of sale at the time it is delivered or communicated to a buyer, or if to any If, in the opinion of any of these attorneys, it becomes necessary to amend the registration statement or alter or alter the disclosure package or prospectus to comply with the requirements of any law, the Company will (1) notify Representatives of any event, development or condition and (2) promptly prepare and submit to the Commission any amendment or supplement, subject to Section 3(b) hereof being necessary to correct any statement or omission or to complete the Registration Statement, disclosure package or Prospectus to comply with with this Law and the Company will make available to Subscribers, free of charge, as many copies of such amendment or supplement as Subscribers may reasonably require.

(F)Blue Sky Compliance. The Company will work with the underwriters' agents and attorneys to qualify the Notes for sale or registration (or obtain exemptions from their application) under the state securities laws or blue sky laws of jurisdictions as reasonably determined by the agents and to comply with such laws and will maintain such qualifications, registrations and exemptions in effect for as long as necessary for the distribution of the Notes. The Company will have no obligation to qualify to conduct any business or take any action that would subject it to a general service process in any jurisdiction in which it does not currently qualify or in which it is subject to foreign corporation tax. The Company will promptly notify the Agents of any suspension of qualification or registration of (or any exception to) the Notes for offer, sale or dealing in any jurisdiction or of the commencement or threat of any proceedings for such purpose and in the event that a order suspending such qualification, registration or exemption, the Company will use its best efforts to obtain revocation at the earliest opportunity.

17

(G)Use of proceeds. The Company will use the net proceeds from the sale of the Notes sold by it in the manner described in the headingUse of proceedsin the preliminary prospectus and sales prospectus.

(H)guardian. The Company will work with the Subscribers and use its best efforts to facilitate the release and settlement of the Notes through the facilities of the Depositary.

(EU)Regular reporting obligations. During the prospectus delivery period, the Company will timely file all reports and documents required by the Securities Market Law.

(J)Agreement not to offer or sell additional securities. During the period commencing on the date of this publication and ending on the Closing Date, the Company will not, directly or indirectly, sell or offer or enter into any contract of sale or conclude any other sale or transfer of any debt of the Company exchangeable instruments or convertible into Notes or securities, announce the offering or file any registration statement under the Securities Act similar to the Notes (except as provided in this Agreement with respect to the Notes or commercial paper issued in the ordinary course of business).

(k)Final Sheet. The Company is preparing a Final Letter of Intent, containing only a description of the Notes, in a form approved by the Underwriters and attached as Exhibit B, and will file such Letter of Intent in accordance with Rule 433(d) of the Securities Act by the Timeframe required by such rule (this Letter of Intent, theFinal Sheet). This Final Intent Sheet is an unissued prospectus for purposes of this Agreement.

(eu)Allowed free prospectus creation. The Company represents that it has not made any offer with respect to the Notes and agrees that it will not make any offer with respect to the Notes that constitutes a clear prospectus of the issuer or otherwise, unless: it receives the prior written consent of the representativesfree writing prospectus(as defined in Rule 405 of the Securities Act) which must be filed by the Company with the Commission or retained by the Company pursuant to Rule 433 of the Securities Act; provided that the Agents' prior written consent to any free-form prospectus of the issuer contained in Exhibit I to this Agreement shall be deemed given. Any freely drafted Prospectus to which the Agents have consented or are deemed to have consented is hereinafter referred to asPermitted free writing of prospectuses.The Company agrees that (i) it has treated and will treat, as the case may be, each permitted free writing prospectus as a free writing prospectus of the issuer and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act, which apply to all Permitted Free Writing prospectuses, including with respect to timely filing with the Commission, labeling and record keeping. The Company consents to the use of a free draft prospectus by any subscriber who (a) is notFree issuance of prospectuses by the issueras defined in Rule 433, and (b) contain only (i) information describing the preliminary terms of the Notes or their offering, (ii) information permitted by Rule 134 of the Securities Act, or (iii) information that the final terms of the as Notes or your offer are described and contained in the Company's Final Intent Sheet pursuant to Section 3(k).

18

(M)Registration Statement Extension Period. If immediately before the third birthday (theextension period) after the Initial Effective Date of the Registration Statement, if any of the Notes are not sold by Subscribers, the Company will, prior to the expiration of the Extension Period, create a new automatic shelf if it has not already done so and is entitled to do so Registration Statement in relation to the Notes. If the Company is no longer entitled to file an automatic shelf registration statement, the Company will file a new shelf registration statement in respect of the Notes before the end of the Extension Period, if it has not already done so, and will send its best efforts to require that such registration statement be declared effective within 60 days after the expiration of the extension period. The Company will take all other necessary or appropriate steps to proceed with the tender offer and sale of the Notes as contemplated in the expired registration statement for the Notes. References herein to the Registration Statement include such automatic new shelf registration declaration or new shelf registration declaration, as the case may be.

(N)Notice of inability to use automated shelf registration form. If at any time during the Prospectus Delivery Period the Company receives a notice of Rule 401(g)(2) from the Commission or is no longer entitled to use the Automatic Shelf Registration Form, the Company will (i) notify the Agents immediately, (ii) promptly file a new registration statement or subsequent amendment in correct form with respect to the Notes to the satisfaction of the Representatives, (iii) use its best efforts to declare such registration statement effective upon entry into force of the change, and (iv) immediately inform representatives of such effectiveness. The Company will take whatever other action is necessary or reasonable to complete the tender offer and sale of the Notes, as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice, or for which the Company otherwise way intended to allow unauthorized. References to the Registration Statement herein include such new Registration Statement or subsequent amendment, as appropriate.

(Ö)registration fees. The Company agrees to pay the necessary Commission registration fees in respect of the Notes within the prescribed period and in accordance with Rules 456(b)(1) and 457(r) of the Securities Act.

(P)Compliance with the Sarbanes-Oxley Act. The Company will comply with all applicable securities and other laws, rules and regulations, including but not limited to the Sarbanes-Oxley Act, and will use its best efforts to notify the Company's directors and officers in their capacity of compliance with these laws. , rules and regulations, including but not limited to the provisions of the Sarbanes-Oxley Act.

(Q)No price manipulation. The Company will not take any action, directly or indirectly, intended to cause or cause the stabilization or manipulation of the price of any security or which constitutes or can reasonably be expected to stabilize or manipulate the price of any security under the Agir Stock Exchange or otherwise Company to facilitate the sale or resale of the Notes.

The Agents, on behalf of the various Subscribers, may, in their sole discretion, waive in writing the Company's performance of any one or more of the foregoing Contracts or extend the term for their performance.

19

SECTION 4.(a) Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herein, including, without limitation, (i) all costs relating to the expense and delivery of the Notes ( including all printing costs), (ii) all issue, transfer and other stamp duties required in connection with the issue and sale of the Notes, (iii) all fees and expenses of attorneys, independent auditors and other advisers from the Company to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, mailing and distribution of each issuer's registration statement (including financial statements and exhibits), free written prospectus, preliminary Prospectus and the Prospectus, and all amendments and supplements thereto and to this Agreement, the Agreement and the Notes, (v) all filing fees, reasonable attorneys' fees and expenses incurred by the Company or the Subscribers in connection with qualifying or registration (or obtaining waivers of qualification or registration of all or a portion of the Notes for offer and sale in accordance with state securities laws or Blue Sky laws and, if requested by the Agents, preparing a survey or memorandum from Blue Sky and any supplement thereto advising subscribers of such qualifications, registrations and exemptions up to a maximum of $20,000, (vi) the applicable registration fees and reasonable fees and legal expenses of subscribers in connection with any review by Financial Sector Regulatory Authority (FINRA) the terms of the sale of the Notes, (vii) the Trustee's fees and expenses, including the Trustee's reasonable fees and legal expenses in connection with the Agreement and the Notes, (viii) any fees payable in connection with o rating of the Notes by the rating agencies, (ix) all fees and expenses (including reasonable fees and attorneys' fees) of the Company in connection with the Depositary's approval of the Notes forbook entrytransfer, (x) all fees and expenses related to the listing of the Notes on the New York Stock Exchange; (xi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, (xii) all fees and expenses of the Company and the Subscribers in connection with the roadshow for the tender of the Notes, if any, and (xiii) all other fees, costs and expenses incurred in connection with the performance of the Company's obligations under this Agreement, except as otherwise provided in this Section. Except as provided in this Section 4 and Sections 6, 8 and 9 herein, Subscribers shall bear their own costs, including the fees and expenses of their attorneys and all promotional costs related to their offerings.

(B)Subscriber Expenses.Each Subscriber individually agrees to pay that Subscriber's share of the total expenses represented by that Subscriber's pro rata share (based on the proportion in which the principal amount of the Notes set forth in relation to each Subscriber's name in Exhibit A to the total amount bears the amount of the Notes specified against the names of all Subscribers) to the Notes.

SECTION 5.Terms of Obligations of Subscribers. The various obligations of the Subscribers to purchase and pay for the Notes as set forth herein on the Closing Date are subject to (x) the accuracy of the representations and warranties made by the Company set out in Section 1 hereof as of the date hereof, as of the date of the initial sale and the Closing Date as if then, (y) the Company's timely performance of its contracts and other obligations set forth herein, and (z) any of the following additional conditions:

20

(A)Effectiveness of the Registration Statement. The registration statement must have become effective under the Securities Act and no stay order suspending the effectiveness of the registration statement under the Securities Act must have been issued and no proceedings to that effect must be instituted, pending or threatened by the Application Committee . the request for additional information must have been complied with to the reasonable satisfaction of the Board of Underwriters and the Company has not received any notice under Rule 401(g)(2) of the Securities Commission Act objecting to the use of the Automatic Shelf . The preliminary prospectus and prospectus must have been filed with the Commission in accordance with Rule 424(b) (or any necessary subsequent amendments providing such information must have been filed and declared effective in accordance with the requirements of Rule 430A).

(B)Accountant comfort letters. By that date, Representatives must have received a letter to the underwriters dated hereof from Deloitte & Touche LLP, registered independent auditors of CSC and the Company, and Ernst & Young LLP, registered independent auditors of Everett, respectively, each in the form and content satisfactory to Representatives, and each contains explanations and information of the type normally contained in accountantsconsolation letterswith respect to the audited and unaudited financial statements and certain financial information contained in the registration statement, preliminary prospectus and prospectus. For the avoidance of doubt: (i) Such letter sent by Ernst & Young LLP may provide "Books and Records Approval" with respect to Everett financial information contained in condensed pro forma combined financial statements and accompanying notes procedures performed and knowledge obtained in preliminary prospectus and the prospectus and (ii) any letter delivered by Deloitte & Touche LLP may provide a degree of assurance with respect to the pro forma condensed combined financial statements and related notes contained in the preliminary prospectus, offering and prospectus.

(C)drop consolation letters. On the Closing Date, Representatives must have received a letter as of that date, in form and content satisfactory to Representatives, from Deloitte & Touche LLP, registered public accountants of CSC and the Company, and from Ernst & Young LLP, registered public accountants to Everett, and each to affirm the representations made in the letter made by each of them in accordance with subsection (b) of this Section 5, except that the specific date for conducting the processes set forth therein shall not exceed three business days before the closing date.

(D)no objections. When the registration statement and/or the offering of Notes was submitted to FINRA for review, FINRA raised no objections as to the fairness and adequacy of the underwriting terms and agreements.

(e)No adverse material change or rating agency change. For the period beginning on and after the date of this Agreement and before the Termination Date:

(i) in the opinion of the Representatives, there were no material adverse changes; AND

21

(ii) there has been no downgrade, nor has any notice been given of (A) a pending downgrade or (B) placement on a watch list for a possible downgrade in the rating assigned to the Company's securities or any of its subsidiary securities by a nationally recognized statistical rating organization, as that term is defined in Section 3(a)(62) of the Exchange Act.

(F)Company lawyer statement. As of the Closing Date, Representatives must have received both the Favorable Opinion and the Negative Letter of Assurance from Latham & Watkins LLP, Counsel for the Company, dated as of such Closing Date, in a form and content reasonably satisfactory to the Representatives.

(G)Nevada Company Attorney Opinion. As of the Closing Date, Representatives must have received a favorable opinion from Woodburn and Wedge, the Company's Nevada attorney, as of such Closing Date, the form of which is attached as Exhibit A.

(H)Attorney's opinion for underwriters. As of the Closing Date, Agents must have received the favorable opinion and negative letter of assurance from Davis Polk & Wardwell LLP, counsel for the Underwriters, as of such Closing Date, in respect of such matters as may reasonably be requested by the Subscribers.

(EU)official certificate. As of the Closing Date, Representatives must have received written certification from the Chief Executive Officer of the Company or a Senior Vice President and the Chief Financial Officer or Chief Accounting Officer of the Company as of such Closing Date that:

(i) the company has not received a suspension order suspending the effectiveness of the registration statement and no proceedings to that effect have been instituted or threatened by the Commission;

(ii) the Company has not received notice from the Commission under Rule 401(g)(2) of the Securities Act objecting to the use of the Automatic Shelf Registration Form;

(iii) the Company's representations, warranties and covenants set forth in Section 1 of this Agreement are true and accurate and have the same force and effect as if expressly made on such Closing Date; AND

(iv) the Company has complied with all agreements described herein and, in turn, has complied with all conditions set forth herein to be performed or performed on or before this Closing Date.

(J)supplementary contract. The Company must have executed and delivered the supplemental agreement in form and content to the satisfaction of the Subscribers and the Subscribers must have received signed copies thereof.

22

(k)additional documents. On or before the Closing Date, the Subscribers' agents and counsel must have received all information, documents and opinions reasonably necessary to enable them to proceed with the issue and sale of the Notes as provided herein or to verify the accuracy of any representations and warranties or to demonstrate compliance with any term or agreement contained herein.

(eu)listing and trading.Listing of Securities on the New York Stock Exchange for trading on the New York Stock Exchange must have been applied for and the Company has arranged for the preparation and filing of an application for listing on the New York Stock Exchange in connection therewith at in relation to Titles.

(M)Release and Billing.Notes may be redeemed through the facilities of Clearstream Banking, S.A. and the Euroclear system are cleared and settled.

If any condition set forth in this Section 5 is not satisfied, when and as necessary, this Agreement may be terminated by the Agents upon notice to the Company at any time before or on the Closing Date, such termination being effected without liability on the part of either party to any other part, except that Sections 4, 6, 8, 9 and 17 will be effective at all times and survive such termination.

SECTION6.Reimbursement of insurance expenses. If this Agreement is terminated by the Agents pursuant to Section 5 or 11 hereof or if the sale of the Notes to Subscribers is not consummated on the Closing Date because of the Company's refusal, inability or failure to perform any agreement here or any provision hereunder, the Company agrees to reimburse the Agents and the other Subscribers (or such Subscribers who have terminated this Agreement in respect of themselves) upon individual demand for all out-of-pocket expenses reasonably incurred by the Agents and Subscribers in connection with incurred in connection with the proposed purchase and offer and sale of the Notes, including, but not limited to, attorneys' fees and fees, printing costs, travel and postage expenses.

SECTION7.Effectiveness of this Agreement. This Agreement shall enter into force upon signature and delivery of this Agreement by the contracting parties.

SECTION 8.payment of damages.

(A)Compensation of insurers. The Company agrees to indemnify and hold harmless any Subscriber, its directors, officers, employees, affiliates and, where applicable, anyone controlling a Subscriber under the Securities Act and the Exchange Act from any loss, claim, damage and liability or expenses, as incurred, to which such Underwriter or any director, officer, employee, associate, agent or controlling person may be subject under the Securities Act, the Exchange Act or any other federal, state or law statute or regulation ordinary or otherwise (including in the resolution of any dispute where such settlement is with the written consent of the Company) to the extent that such loss, claim, damage, liability or expense (or any action related thereto, as contemplated below ) arises or arises from (i) any misstatement or alleged misstatement of any material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission of a

23

material facts which must be stated therein or are necessary in order not to make the statements contained therein misleading; or (ii) as a result of any misstatement or alleged misstatement of any material fact contained in any further written communication from the Company, issuer's free prospectus, preliminary prospectus or prospectus (or any amendment or supplement), or the omission or alleged omission it is a material fact necessary so that the information contained therein is not misleading in view of the circumstances in which it was provided; and reimburse each Subscriber and each director, officer, employee, affiliate and controlling person for all expenses (including reasonable attorneys' fees and expenses elected by agents), as such expenses were reasonably incurred by such Subscriber or such director is any director , employee, associate or controlling person in connection with the investigation, defense, settlement, settlement or payment of any loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement does not apply to, but only to the extent that, any loss, claim, damage, liability or expense arising out of or based on any misrepresentation or alleged misrepresentation or omission or omission based on on and pursuant to the written information provided to the Company by an Subscriber through the Agents expressly for use in the registration statement, any further written notice from the Company, any clear prospectus of the issuer, the preliminary prospectus or the prospectus (or any other) relating to alteration or addition to it). The indemnification agreement set forth in this Section 8(a) is in addition to any liabilities the Company may have.

(B)Compensation of the Company, its directors and certain directors. Each Subscriber agrees, individually and not jointly and separately, to indemnify and hold harmless the Company, each of its directors, each of its directors who signed the Registration Statement and, where applicable, any person who controls the Company within of the meaning of the Securities Act or the Stock Exchange Act against any loss, claim, damage, liability or expense that the Company or any director, officer or controlling person may suffer under the Securities Act, Exchange Act or any other federal or state law, statute, statute, regulation, common law or otherwise (including in the resolution of any Dispute where such resolution is effected with the written consent of such Subscriber) to the extent that any loss , claim, damage, liability or expense (or any action in connection therewith, as contemplated below) arises from or is based on (i) any misstatement or alleged misstatement of any material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission of any material fact necessary to be stated therein or necessary to complete the information contained therein so as not to mislead; or (ii) as a result of any misstatement or alleged misstatement of any material fact contained in any further written communication from the Company, issuer's free prospectus, preliminary prospectus or prospectus (or any amendment or supplement), or the omission or alleged omission of a material fact necessary for the information contained therein not to be misleading, given the circumstances in which it was made, in each case to the extent, but only to the extent, that such untrue or allegedly untrue statement is made or contained in the registration form, any further written communication from the Company, any issuer's freely drafted prospectus, preliminary prospectus or prospectus (or any amendment or supplement thereto) based on and pursuant to any omission or purported omission in any written information sent to us has been made by the Company by a subscriber through the Agents expressly for use therein; and reimburse the Company or such director, officer or controller for all legal and other expenses incurred by the Company or such director, officer or controller in connection with the investigation, defense, liquidation,

24

commitment or payment of any loss, claim, damage, liability, cost or action. The Company acknowledges that the only information provided to the Company by an Underwriter about the Agents is expressly for use in the registration statement, any further written communication from the Company, any clear prospectus of the issuer, the preliminary prospectus or the prospectus (or any Amendment or amendment ) provided they are the statements in the second and third sentences of the fifth paragraph and in the eighth paragraph of the section entitledSubscription (conflicts of interest)in the preliminary prospectus and sales prospectus. The indemnity agreement set forth in this Section 8(b) is in addition to any liabilities each Subscriber may have.

(C)Notifications and other compensation procedures. Immediately upon receipt by an indemnified party under this Section 8 of commencement of action, if a claim is brought against an indemnified party under this Section 8 in respect of it, such indemnified party shall notify the indemnifying party in writing of the commencement thereof, but failure to give such notice to the indemnifying party shall not release it from any liability it may have to any party indemnified by any Contribution or otherwise not under the indemnification agreement contained in this Section 8 or to the extent where not affected as a direct consequence of such failure. If such action is brought against an indemnified party and such indemnified party seeks or intends to obtain indemnification from an indemnifying party, the indemnifying party shall be entitled to appear and, if it so chooses, together with all other indemnifying parties who are reasonably involved notified by written notice to the Indemnified Party to defend with counsel reasonably satisfactory to such Indemnified Party; provided, however, that indemnified party is entitled to engage and participate in the defense of such action, but such indemnified party's fees and expenses shall be borne by such indemnified party, unless: (i) the employment of such counsel has been expressly authorized in writing by the indemnifying party; (ii) the indemnifying party failed to promptly undertake the defense and hire counsel reasonably satisfactory to the indemnifying party; or (iii) the named parties to such claim (including any interested party) include both the indemnified party and the indemnifying party or an affiliate of the indemnifying party and such indemnified party must have reasonably concluded that (x ) there are one or more legal defenses available that are different from or additional to those of the indemnifying party or such indemnifying party's affiliates, or (y) a conflict between such indemnifying party and the indemnifying party or such affiliated companies of the indemnifying party (however, it should be understood that the indemnifying party shall not have no separate but substantially similar or related claims or claims in the same jurisdiction arising out of the same allegations or general circumstances, is responsible for the fees and expenses of more than one separate law firm (in addition to a single local law firm) for all such indemnified parties, whose signature will be designated in writing by the Representatives and all reasonable fees and expenses will be reimbursed as they develop). Upon receipt of notice from the Indemnifying Party to such Indemnified Party of the Indemnifying Party's election to assume the defense of such claim and the consent of the Indemnified Party's counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 8 for all and any legal action or other costs subsequently incurred by the indemnified party in connection with its defense, unless the indemnified party has retained separate counsel as provided in the next preceding sentence, in which case reasonable attorneys' fees and expenses will be paid to the expense of the indemnifying party.

25

(D)settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding conducted without its written consent, but if it is resolved with such consent or if there is a final judgment in favor of the claimant, the indemnifying party agrees that it has indemnified the party against any loss, claim, damage, liability or expense arising out of such settlement or judgment. Notwithstanding the foregoing sentence, the Indemnifying Party agrees that if at any time an Indemnifying Party requests an Indemnifying Party to reimburse the Indemnifying Party for fees and attorneys' fees pursuant to Section 8(c) of this Agreement, it agrees that it will be responsible for all settlements of any proceeding made without your written consent if (i) such settlement is made more than 30 days after receipt of the above claim by such indemnifying party and (ii) such indemnifying party has not reimbursed the indemnified party pursuant to this application prior to the date of such settlement. No Indemnified Party shall, without the Indemnified Party's prior written consent, enter into any settlement, agreement or consent to enter into judgment in any action, suit or proceeding pending or threatened in respect of which any Indemnified Party is or would have been a party. party may be a party and indemnification has been or may be sought by such indemnified party, unless such agreement, agreement or consent (i) involves an unconditional release by such indemnified party of any and all liability for any claim that is the subject of any such action, proceeding or any proceeding and (ii) does not contain any representation or admission of fault, guilt or any failure to act for or on behalf of any indemnified party.

SECTION 9.Contribution. If, for any reason, the indemnity provided for in Section 8 is found to be unavailable or insufficient to indemnify any indemnified party against any loss, claim, damage, liability or expense referred to herein, each indemnified party shall be liable for the entire amount paid or payable for such indemnified party, as arising out of any loss, claim, damage, liability or expense referred to therein (i) to such extent as is reasonable to reflect the relative benefits received by the Company, on the one hand, and the Subscribers, on the other hand, from the offer of the Notes under this Agreement or (ii) if the allocation under clause (i) above is not permitted by applicable law to reflect not only the relative merits set out in clause (i) above, but also the relative fault of the Company , on the one hand, and of the Subscribers, on the other hand, in connection with the statements or omissions giving rise to such loss, claim, damage, liability or expense and all other relevant reasonable considerations. The relative benefits received by the Company, on the one hand, and the Subscribers, on the other hand, in connection with the offering of the Notes pursuant to this Agreement shall be accounted for in the same proportion as the total net proceeds from the offering of the Notes pursuant to this Agreement (before deduction of expenses) received by the Company and the aggregate discounts and subscription fees received by Subscribers, each as specified on the first page of the Prospectus, in the first letter of the aggregate Public Offer Price of the Notes as specified on the front cover. The relative fault of the Company, on the one hand, and of the Subscribers, on the other hand, will be determined by reference, among other things, to the existence of any false or alleged false statement of a material fact or omission or alleged omission that a material fact refers to information obtained, on the one hand, and provided by the Company or the Subscribers, on the other hand, and the parties' relative intent, knowledge, access to information and ability to correct or prevent such statement or omission.

26

The amount paid or payable by a party as a result of the above loss, claim, damage, liability and expense, subject to the limitations set forth in Section 8(c), shall include any reasonable attorneys' fees or other fees or expenses reasonably required of that party. part arising from the investigation or defense of any claim or claim.

The Society and the Subscribers agree that it would not be fair and equitable for the contribution provided for in this Section 9 to be determined by prorated allocation (even if the Subscribers were treated as a single entity for this purpose) or by any other method of allocation that this does not take taking into account the equity considerations mentioned in this section9.

Notwithstanding the provisions of this Section 9, no Subscriber shall be obliged to contribute an amount in excess of the Subscription Fees received by such Subscriber in connection with the Notes subscribed and distributed to the public by him. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) is entitled to an entry from a person not guilty of such fraudulent misrepresentation. The Subscribers' obligations to contribute under this Section 9 are proportionate to their respective technical obligations set out in Appendix A on their behalf individually and not collectively. For purposes of this Section 9, all directors, officers, employees, affiliates and agents of an underwriter and any person, if any, controlling an underwriter within the meaning of the Securities Act and the Exchange Act shall have the same contribution rights as that underwriter. , and every director of the company, every director of the company who signed the registration statement and every person, if any, who controls the company within the meaning of the Securities Act and the Stock Exchange Act has the same rights of contribution as the company.

SECTION 10.Default of one or more of the various underwriters. If, on the Closing Date, one or more of the various underwriters fails or refuses to purchase any Notes that he or she has agreed to purchase on this date and the aggregate principal amount of the Notes that such defaulting agent or underwriters have agreed to but a failed or denied purchase does not exceed 10% of the aggregate principal amount of the Notes to be purchased on that date, the other Subscribers will be jointly and severally liable in proportion to the aggregate principal amounts of such Notes against them, bearing their respective names in Schedule A to the aggregate principal amount of these Notes, that are due to the names of all such non-defaulting Subscribers, or such other relationship as may be determined by the Agents with the consent of the defaulting Subscribers, to purchase such Notes to which such Defaulting Subscriber or Defaulting Subscribers have consented but have not purchased or rejected on that date. If on the Closing Date one or more of the Subscribers fails or refuses to purchase such Notes and the aggregate principal amount of such Notes in respect of which such default occurs exceeds 10% of the aggregate principal amount of the Notes to be purchased on such date and for the Agents and If satisfactory arrangements for the purchase of such Notes are not made by the Company within 48 hours of such failure, this Agreement will terminate without liability from either party to any other party, except as provided in Sections 4, 6, 8, 9 and 17 will apply at any time and survive such termination. In such event, the Agents or the Company shall have the right to postpone the Closing Date, but in no event for more than seven days, to allow necessary amendments to be made to the issuer's registration statement or free draft prospectus, prospectus preliminary or sales prospectus or other documents or agreements.

27

The term used in this Agreementinsurerincludes any person replacing a defaulting Subscriber under this Section 10. No action taken pursuant to this Section 10 shall release a defaulting Subscriber from liability in connection with any default by such Subscriber under this Agreement.

SECTION 11.Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Agents upon notice to the Company if at any time (i) the trading or listing of any of the Company's securities has been suspended or restricted by the Commission or the New York Stock Exchange York or trading in securities generally on the New York Stock Exchange has been suspended or restricted, or minimum or maximum prices generally on any exchange have been set by the Commission or FINRA; (ii) a general banking moratorium has been imposed by Federal, New York or EU authorities; (iii) there has been an outbreak or escalation of national or international hostilities, or a crisis or disaster involving the United States or any member state of the European Union, or a change in the United States, the European Union or the international financial markets; or any material change or development involving a material prospective change in United States or international political, financial or economic conditions which, in the Agents' opinion, is material and adverse and makes it impractical or inadvisable to sell the Notes in the manner and on the terms described in disclosure package or prospectus, or to enforce contracts for the sale of securities; (iv) in the Representatives' opinion, a material adverse change must have occurred; or (v) there has been a significant disruption to commercial banking or securities clearing or settlement services. Any termination under this Section 11 shall be without liability from either party to any other party, except to the extent provided in Sections 4 and 6 hereof and provided that Sections 4, 6, 8, 9 and 17 provide for such termination to survive and remain in full force and effect.

SECTION 12.no fiduciary duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is a commercial transaction between the Company and the various underwriters , on the other hand; (ii) in connection with any transaction contemplated herein and the process leading up to such transaction, each Subscriber shall act and act solely as a principal and not as a financial adviser, agent or fiduciary for the Company or any of its affiliates, shareholders, creditors or employee or other party; (iii) no Underwriter has or will ever have any advisory, agency or fiduciary responsibility on behalf of the Company in connection with any of the transactions contemplated herein or the process leading up to them (if such Underwriter has advised or is currently advising the Company). in other matters) and no Subscriber will have any obligations to the Company in relation to the Offer contemplated herein, in addition to those obligations expressly provided for in this Agreement; (iv) the various underwriters and their respective affiliates may be involved in a wide range of transactions involving interests other than those of the Company and the various underwriters are not required to disclose such interests by virtue of any advisory agency or fiduciary relationships arising under this agreement; and (v) the Subscribers have not provided any legal, accounting, regulatory or tax advice in relation to the Offer contemplated herein and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deems appropriate.

28

This Agreement supersedes all prior agreements and understandings (written or oral) between the Company and the various underwriters relating to the subject matter of this Agreement. The Company waives and, to the fullest extent permitted by law, indemnifies any claim that the Company may have against the various underwriters relating to any breach or alleged breach of any representation or fiduciary duty.

SECTION 13.Warranties and indemnities to survive delivery. The respective indemnities, covenants, representations, warranties and other representations of the Company, its directors and the various underwriters established or made pursuant to this Agreement (i) shall remain in force and in full force and effect regardless of (A) any investigation or statement of its results, made by or on behalf of an Subscriber, directors or employees of an Subscriber, or any person who controls the Subscriber, the Company, the directors or employees of the Company or any other person, control of the Company, as the case may be be, or (B) acceptance of the Notes and payment for them pursuant to this Agreement and (ii) delivery and payment of the Notes sold pursuant to this Agreement and survive any termination of this Agreement.

SECTION 14.tips. All notices below must be in writing and sent by post, hand delivery or facsimile and acknowledged to the parties as follows:

If to representatives:

Banco Lloyds plc

Rue Gresham, 10

Londres EC2V 7AE

Telephone: +44 (0)20 7050 6050

Fax: +44 (0)20 7158 3252

E-mail:***@***

Attention: Bond syndicate

Merrill Lynch Internacional

King Edward Street, 2

London EC1A 1HQ

Fax: +44 (0)20 7995 0048

Attention: Union Table

with copy to:

Davis Polk & Wardwell LLP

Avenida Lexington, 450

New York, New York 10017

Fax: 212 ###-###-####

Attention: Deanna L. Kirkpatrick

29

If for the company:

DXC technology company

1775 Tysons-Boulevard

Tysons, Virginia 22102

Fax: 703 ###-###-####

Attention General Counsel

with copy to:

Latham & Watkins LLP

555 Eleventh Street, NW

Suite 1000

Washington, DC 20004

Fax: 202 ###-###-####

Attention: Rachel W. Sheridan and Brandon J. Bortner.

Either party may change the address for receiving notices by notifying the other in writing.

SECTION 15.successor. This Agreement benefits and binds the parties, including any substitute insurers referred to in Section 10 of this Agreement, and for the benefit of the directors, officers, employees, affiliates, agents and controllers referred to in Sections 8 and 9, and in each case their respective successors, and no other person shall have any rights or obligations under this instrument. the termsuccessordoes not include a purchaser of the Notes as such from any Subscriber solely as a result of such purchase.

SECTION 16.partial unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision of this Agreement. If any section, paragraph or provision of this Agreement is held to be invalid or unenforceable for any reason, minor changes (and only minor changes) necessary to make them valid and enforceable will be deemed to have been made.

SECTION 17.APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS ENTERED INTO AND PERFORMED IN THAT STATE.

SECTION 18.JURY PROCEDURE. THE COMPANY (ON ITS BEHALF AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS SHAREHOLDERS AND AFFILIATES) AND EACH INSURER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION AGREED UNDER THIS AGREEMENT.

SECTION 19.Research Analyst Independence. The Company recognizes that research analysts and underwriters' research departments (if any) must be independent of their respective investment banking departments and are subject to certain internal regulations and policies, and that those underwriters' research analysts express opinions and make representations may or may issue investment recommendations and/or publish research reports in relation to the

30

Company, its subsidiaries and/or the offering of the Notes which differ from the opinions of their respective investment banking departments. The Company acknowledges that each of the Subscribers is a full-service securities firm and as such may, from time to time, subject to applicable securities laws, effect transactions for its own account or for the account of its clients and may maintain long or short positions in debt or equity securities of companies that may be the object of the transactions contemplated in this Agreement.

SECTION 20.General Provisions. This Agreement may be executed in two or more copies, each of which is an original, with the same effect as if the signatures on and on this Agreement were on the same document. This Agreement may not be modified or amended except in writing by either party, and no term herein may be waived (express or implied) unless each party to whom the term is intended to benefit waives it in writing. Section titles herein are for the parties' convenience only and shall not affect the construction or interpretation of this Agreement.

SECTION 21.Recognition and approval of the bail-in of the European Economic AreaFinancial Institution.Notwithstanding and to the exclusion of any other provision of this Agreement or any other agreement, understanding or understanding between a Subscriber and the Company, the Company accepts and agrees that any liability of BRRD arising under this Agreement may be subject to the exercise of a bond - within the powers of the relevant resolution authority and acknowledge, accept and agree to be bound by:

(a) the effect of the exercise by the relevant resolution authority of surety powers in relation to any BRRD liability of the relevant Subscriber to the Company under this Agreement, which may include (without limitation) and have the following results: or combination thereof:

(i) the reduction of all or part of the BRRD Liabilities or any outstanding amounts due;

(ii) the conversion of all or part of the BRRD Obligation into shares, other securities or other debentures of the Subscribers or any other person (and the issue or transfer of such shares, securities or debentures to the Company);

(iii) the cancellation of the BRRD liability;

(iv) the addition or modification of any interest, if any, due date or dates on which payment is due, including temporarily suspending payment;

(b) any amendment to the terms of this Agreement which the relevant resolution authority deems necessary to give effect to the exercise of internal redemption powers by the relevant resolution authority.

(c) For the purposes of this Section 21, “home bailout legislation” in relation to a Member State of the European Economic Area that has implemented or is implementing the BRRD at any time means the relevant law, regulation, rule or implementation requirement, as described from time to time in the list of EU internal bailout legislation; rescue powers

31

means all the powers of reduction and conversion as defined in the EU List of Judicial Recovery Legislation in relation to the relevant Judicial Recovery Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; BRRD Liability means a liability in respect of which the relevant write-off and conversion powers in the applicable bailout legislation may be exercised; “Schedule of EU Bail-in Legislation” means that the document described as such then in effect and published from time to time by the Loan Market Association (or any successor) at http://www.lma.eu.com/ is published; and Relevant Resolution Authority means the resolution authority with the ability to exercise bail powers in relation to the relevant Subscriber.

SECTION 22.MiFID II Product Governance Rules.Only for the purposes of the requirements of Article 9(8) of the MiFID II product governance rules as set out in EU Delegated Directive 2017/593 (theProduct Governance Rules) on manufacturers' mutual responsibilities under product governance rules:

(A)Lloyds Bank plc and Merrill Lynch International respectively (eachManufacturerand togetherthe manufacturers) acknowledge each other that they understand the responsibilities conferred on them by the Product Governance Rules in relation to the product approval process, target market and proposed distribution channels applicable to the notes and related information contained in the Prospectus in connection with the notes; AND

(b) the Company, Barclays Bank PLC, Mizuho International plc, MUFG Securities EMEA plc, RBC Europe Limited, SMBC Nikko Capital Markets Limited, Citigroup Global Markets Limited, Wells Fargo Securities International Limited, The Toronto-Dominion Bank, Danske Bank A/ S, and ING Bank N.V., Belgium Branch acknowledge the application of the Product Governance Rules and acknowledge the target market and distribution channels identified by the Manufacturers as applicable to the Securities and the related information set out in the Prospectus in connection with the listed in the Notes.

SECTION 23.Judgment currency.If, for purposes of obtaining judgment from a court of law, it is necessary to convert any amount due hereunder into a currency other than the US dollar, the parties agree, to the fullest extent permitted by law, that the exchange rate used will be the rate at which Underwriters, in accordance with normal banking procedures, could purchase US dollars with such other currency in New York City on the business day prior to Judgment Day. The Company's obligation in respect of any amount due to a Subscriber or a person controlling a Subscriber will not be discharged, notwithstanding any judgment in a currency other than US dollars, until the first Business Day after receipt by such Subscriber or person controlling a Subscriber person of such Subscriber over an amount in such Other Currency and only to the extent that such Subscriber or the controlling person of such Subscriber can purchase US dollars in such Other Currency in accordance with normal banking procedures. If the US dollars so acquired are less than the amount originally due to such Subscriber or person controlling the Subscriber, the Company shall, as a separate obligation and notwithstanding any judgment, oblige such Subscriber or person controlling the Subscriber to indemnify the loss. If the US Dollars so purchased are greater than the amount originally due to such Underwriter or Controlling Person

32

such Subscriber hereunder, such Subscriber or person controlling such Subscriber agrees to pay the Company an amount equal to the excess of dollars so acquired over the amount due to such Subscriber or person controlling such Subscriber originally due hereunder. All amounts due by the Company or a Subscriber pursuant to this Section 23 shall be paid to the relevant Subscriber(s) or the Company (if any) as soon as practicable.

SECTION 24.Agreement between Subscribers.

(A)The Subscribers mutually agree to be bound by the International Capital Markets Association Agreement between the Administrators Version 1/Schedule of New York Law (theagreement between managers) changed as described below. For purposes of the Inter-Administrator Agreement, “Manager” means the Underwriters, “Lead Manager” means the Agents, “Principal Settlement Manager” Merrill Lynch International, “Stabilization Manager” Merrill Lynch International and “Subscription Agreement” means this Agreement. Section 3 of the Inter-Management Agreement is deleted in its entirety and replaced by Section 10 of this Agreement.

(b) Each Management Company has represented and agreed that (i) it has communicated or communicated only an invitation or encouragement to engage in investment activities (within the meaning of Section 21 Financial Services) and will communicate or will communicate only and Regulator (FSMA)) received in connection with the issue or sale of the Notes in circumstances where Section 21(1) of the FSMA does not apply to the Issuer; and (ii) has complied and will comply with all applicable provisions of the FSMA in relation to anything it does in relation to the UK Notes, the UK or otherwise involving the UK.

33

If the above satisfies your understanding of our Agreement, please sign the attached copies and return them to the Company, whereby this document, together with all its counterparts, will become a binding agreement under its terms.

The foregoing Purchase Agreement is confirmed and accepted by the Subscribers as of the first date written above.

Banco Lloyds plc

Merrill Lynch Internacional

Banco Barclays PLC

Mizuho International plc

MUFG Securities EMEA plc

RBC Europe Limited

Citigroup Global Markets Limited

Commerzbank Aktiengesellschaft

PNC Capital Markets LLC

The Royal Bank of Scotland plc (trading as NatWest Markets)

Scotiabank Europe plc

SMBC Nikko Capital Markets Limited

Danske Bank A/S

Goldman Sachs & Co. LLC

J. P. Morgan Securities plc

Banco Toronto Dominion

Wells Fargo Securities International Limited

BNP Paribas

BNY Mellon Capital Markets, LLC

Commonwealth Bank of Australia

DBS Bank Ltda.

ING Bank N.V., sucursal belga

Standard Chartered Bank

US Bancorp Investments, Inc.

APPENDIX A

ANHANG I

Free issuance of prospectuses by the issuer

Final Intent Sheet dated March 7, 2018

ANNEX II

Additional written notices from the company

none.

EXPOSURE TO

DXC technology company

Final Sheet Form

Free Writing Prospectus filed under Rule 433

With respect to the preliminary prospectus supplement dated March 7, 2018 to the prospectus dated August 14, 2017

Registration Statement No. 333-219941

DXC technology company

Final Sheet

March 7, 2018

This Final Terms Sheet supplements and should be read in conjunction with DXC Technology Company's preliminary prospectus supplement dated March 7, 2018 (the "Preliminary Prospectus Supplement") and the accompanying prospectus dated August 14, 2017 and the documents incorporated herein by reference. The information contained in this Final Intent Sheet supplements the preliminary prospectus supplement and replaces the information in the preliminary prospectus supplement to the extent that it differs from the information in the preliminary prospectus supplement.

All information (including financial information) contained in the Supplement to the Preliminary Prospectus is deemed to have changed to the extent that it is affected by the changes described herein. Capitalized terms used but not otherwise defined in this document have the meanings ascribed to them in the Preliminary Supplement.

The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC with respect to the offering to which this announcement relates. Before investing, you should read the prospectus and prospectus supplement contained in this registration statement and other documents that the issuer has filed with the SEC for more complete information about the issuer and this offering. You can obtain these documents free of charge by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, the issuer, any underwriter or any participating dealer in the offering will arrange for documents to be forwarded to you if you call Lloyds Bank plc at ###-###-#### or Merrill Lynch International at ## to request them. them. #-###-####.

This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offer to purchase any securities described herein can be accepted and no part of the purchase price can be obtained. unless the person making such investment decision has received and verified the information contained in the relevant prospectus when making his investment decisions. This announcement is not intended to be an endorsement within the meaning of Rule 10b-10 of the Securities Exchange Act of 1934, as amended. A formal confirmation will be sent to you separately. This announcement does not constitute an offer to sell or solicitation of an offer to purchase, nor is there any sale of the Notes in any country or jurisdiction where such offer, solicitation or sale is unlawful.

MiFID II Professionals/ECPs-only / Sem PRIIPs KIDThe manufacturer's target market (MiFID II Product Governance) is only eligible counterparties and professional customers (all distribution channels). No Key Information Document (KID) for the PRIIPs has been prepared, as the Notes are not available to retail investors in the EEA.

Delivery of this Final Intent Sheet and any other documents or materials relating to the issuance of the Notes has not been made and such documents and/or materials have not been approved by an authorized person within the meaning of Section 21 of the United States Financial Services Act and 2000 Kingdom Markets as amended (the “FSMA”). Consequently, such documents and/or materials are not and must not be distributed to the general public in the United Kingdom. Transmission of such documents and/or materials as financial promotions will only be made to persons in the United Kingdom who have a professional background in investment matters and who meet the definition of an investment professional (as defined in Section 19(5)) of the Services Financial and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or which fall under Section 49(2)(a) to (d) of the Financial Promotion Order, or which are other persons to whom they are lawfully made pursuant to the Financing Order (all such persons collectively referred to as "Relevant Persons"). In the UK, the Notes are only available to Relevant Persons and any investment or investment activity referred to in this Final Term Sheet will only be carried out with Relevant Persons. Any person in the UK who is not a Relevant Person must not act on or rely on this Final Intent Sheet or any of its contents.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW DO NOT APPLY TO THIS NOTICE AND MUST NOT BE OBSERVED. THIS DISCLAIMER OR OTHER NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS NOTICE BEING SENT VIA BLOOMBERG OR OTHER EMAIL SYSTEM.