Keysight Technologies Inc

Appendix C

Proposed changes to the Company’s Amended and Restated Certificate of Incorporation are shown below related to Proposal 6. The changes shown to Article XII will be effective if Proposal 6, “Approve an Amendment to the Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions,” receives the vote of at least 80 percent of the outstanding shares.

ARTICLE XII

AMENDMENT

Except as may be provided elsewhere in this Amended and Restated Certificate of Incorporation, the Corporation reserves the right from time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the state of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding anything containedin this Amended and Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of atleast eighty percent (80%) of the Voting Stock then outstanding, voting together as a single class, shall be requiredto alter, amend, repeal or adopt any provision inconsistent with Article VI, Article VII, Article VIII, Article IX, Article XI, or this Article XII.