Medtronic plc

Appendix B – Comparison showing the amendments proposed to Article 177 Pursuant to Proposal 7

Note: the amendments set out in this Appendix B are reflected as a comparison to the Articles of Association of the Company as of the date of this proxy statement.

177. Without prejudice to any powers conferred on the Directors as aforesaid, and subject to the Board's authority to issue and allot Shares pursuant to these Articles and the Companies Act under Articles 7 and 8, the Board may:

177.1. resolve to capitaliseany of the Company’s profits available for distribution and/or any amount standing to the credit ofany of the Company’s other reserves, reserves accounts or funds, by whatever name called (including, without limitation, a share premium account, undenominated capital account, capital redemption reserve, any amount representing unrealised revaluation reserves, merger reserves andany amount standing to the credit of the profit and loss account), whether or not available for distribution;

177.2. appropriate the sum resolved to be capitalised to the Membersor any class of Members on the record date specified in the relevant board resolution who would have been entitled to it if it were distributed by way of dividend in proportion to the nominal amount of Shares held by them respectively and apply that sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any Shares held by them respectively, or paying up in full unissued Shares or debentures of a nominal amount value or a nominal value plus share premium as the case may be, equal tothat the sumcapitalised, and allot the Shares or debentures, credited as fully paid, to the Membersor any class of Members (or as the Board may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, undenominated capital account, the capital redemption reserve, any revaluation reserves, any merger reserve and profits that are not available for distribution may, for the purposes of this Article 177, only be applied in paying upin full unissued Shares to be allotted to Membersor any class of Members credited as fully paid of a nominal amount or a nominal amount plus share premium equal to the sum capitalised;

177.3. make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve, including where Shares or debentures become distributable in fractions, the Board may deal with the fractions as it thinks fit;

177.4. authorise a person to enter (on behalf of all the Members or Members of any class concerned) into an agreement with the Company providing for the allotment to the Membersor Members of any class respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation and any such agreement made under this authority being effective and binding on all those Members; and

177.5. generally do all such acts and things required to give effect to theforegoing resolution.

177.6. Any such capitalisation will not require approval or ratification by the Members of the Company.

MEDTRONIC I 2025 Proxy Statement B-1