Medtronic plc

Appendix C – Comparison showing the amendments proposed to the Articles of Association Pursuant to Proposal 9

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

2. Definitions

2.1 In these Articles:

“acting in concert”means, persons who, pursuant to an agreement or understanding (whether formal or informal), knowingly cooperate with respect to a proposal or business, or nomination of Directors, at the Company (it being understood that persons who have solely disclosed their intent to vote for a proposed nominee or to deliver a revocable proxy to the shareholder giving notice or any beneficial owner shall not be deemed to be acting in concert with the shareholder giving notice or any beneficial owner).

“Beneficial Owner” or “beneficial owner”when used with respect to Shares or other securities, includes, but is not limited to, any person who, directly or indirectly through any written or oral agreement, arrangement, relationship, understanding, or otherwise, has or shares the power to vote, or direct the voting of, the Shares or securities or has or shares the power to dispose of, or direct the disposition of, the Shares or securities, except that:

(a) a person shall not be deemed the beneficial owner of Shares or securities tendered pursuant to a tender or exchange offer made by the person or any of the person’s affiliates or associates until the tendered Shares or securities are accepted for purchase or exchange;

(b) a person shall not be deemed the beneficial owner of Shares or securities with respect to which the person has the power to vote or direct the voting arising solely from a revocable proxy given in response to a proxy solicitation required to be made and made in accordance with the applicable rules and regulations under the Exchange Act and is not then reportable under that act on a Schedule 13D or comparable report, or, if the company is not subject to the rules and regulations under the Exchange Act, would have been required to be made and would not have been reportable if the company had been subject to the rules and regulations.

“Member Associate” of any Member or Beneficial Owner means (1) any person acting in concert with the Member or Beneficial Owner, and (2) if a Member or Beneficial Owner is an entity, each director, executive, managing member or control person of such entity.

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“Nominating Group” means, collectively, the Member or Beneficial Owner providing a notice with respect to the nomination of an individual to stand for election as a director at a general meeting, together with its Member Associates.

REDEMPTION AND REPURCHASE OF SHARES

36. Subject to the provisions of Chapter 6 of Part 3 and Chapter 5 of Part 17 of the Companies Act and the other provisions of this Article 36, the Company may:

36.1 pursuant to section 66(4) of the Companies Act, issue any Shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Board;

36.2 redeem Shares of the Company on such terms as may be contained in, or be determined pursuant to the provisions of, these Articles. Subject as aforesaid, the Company may cancel any Shares so redeemed or may hold them as treasury shares (as defined by section 106(1) of the Companies Act) and re-issue such treasury shares as Shares of any class or classes or cancel them;

NOTICE OF GENERAL MEETINGS

84. In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate the notice or any resolution passed or any proceeding at any such meeting. A Member present, either in person or by proxy, at any general meeting of the Company or of the holders of any class of Shares in the Company will be deemed to have received notice of that meeting and, where required, of the purpose for which it was called.

PROCEEDINGS AT GENERAL MEETINGS

93.1 For business to be properly requested by a Member to be brought before a general meeting (other than nominations of directors, which may only be made in accordance with Article 155), the Member must:

(a) be a Member of the Company at the time of the giving of the notice for such general meeting;

(b) be entitled to vote at such meeting; and

(c) have given timely and proper notice in writing to the Secretary in accordance with this Article 93.

93.2

(a)To be timely for an annual general meeting, a Member's notice to the Secretary must be delivered to or mailed and received at the registered office of the Company not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the prior year’s annual general meeting, provided however that if the annual general meeting is held more than 30 days before or 60 days after the anniversary date of the preceding year’s annual general meeting, the Member’s notice must be provided not earlier than the one hundred and twentieth (120 th) calendar day prior to the date of such annual general meeting and not later than the close of business on the later of (i) the ninetieth (90 th) calendar day prior to the date of such annual general meeting, and (ii) the tenth (10 th) calendar day following the day on which the date of such meeting is first publicly announced.

(b) To be timely for an extraordinary general meeting, a Member's notice to the Secretary must be delivered to or mailed and received at the registered office of the Company not less than fifty (50) days nor (except for shareholder proposals subject to Rule14a-8(a)(3)(i) of the Exchange Act) more than ninety (90) daysnor more than one hundred twenty (120) days prior to the meeting, provided, however, that in the event that less than sixty (60) days' notice or prior public disclosure of thedate of the meeting is given or made to the Members, notice by the Member to be timely provided, however, that if the first public announcement of the date of such meeting is made less than one hundred (100) days prior to the date of such meeting, the Member’s notice must be received not later than the close of business on the tenth (10 th)calendar day following the day on which such notice of the date ofthe meeting was mailed or such public disclosure was made such meeting is first publicly announced. In no event shall the adjournment or postponement of any general meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a Member’s notice to the Secretary pursuant to this Article 93.2.

In no event shall the adjournment or postponement of any general meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a Member’s notice to the Secretary pursuant to this Article 93.2.

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93.3 To be in proper written form, a Member's notice shall set forth as to each matter such Member proposes to bring before the meeting:

(a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;, including the text of the proposal or business (including the text of any resolutions proposed for consideration and, if the business includes a proposal to amend these Memorandum and Articles of Association, the language of the proposed amendment;

(b) as to the Member giving the notice and, if the notice is delivered on behalf of a Beneficial Owner, as to such Beneficial Owner:

(i)b) the name and address of the Member, as they appear inon the Register of Members, of such Member, and, if different, the current name and address of the Member, and the name and address of any Member Associate;

(ii) if the notice is delivered on behalf of a Beneficial Owner, the name and address of such Beneficial Owner and the name and address of any Member Associate of such Beneficial Owner;

(iii) a representation that the Member is a holder of record of securities of the Company entitled to vote at the meeting and intends to remain so through the date of the meeting and that the Member or a qualified representative intends to appear in person at the meeting to propose the business specified in the Member’s notice;

(iv)c) the class, series and number of Shares securities of the Company which are beneficially owned by the Member; andthat are owned of record or beneficially by such Member, and if applicable, by such Beneficial Owner and by each Member Associate of such Member or Beneficial Owner as of the date of the Member’s notice;

(v) a description of any derivative positions related to any class or series of securities of the Company owned of record or beneficially by the Member or the Beneficial Owner and by any Member Associate, including a description of whether and the extent to which any hedging, swap or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of securities) has been made, the effect or intent of which is to mitigate loss or benefit from, or manage risk or benefit from any share price changes for, or to provide a right or obligation to acquire or dispose of, any class or series of the Company’s securities for, or to maintain, increase or decrease the voting power of, the Member or the Beneficial Owner, and of any Member Associate with respect to any securities of the Company;

(vi) a description of any material interests of the Member or the Beneficial Owner, and of any Member Associate in the business proposed and of all agreements, arrangements and understandings between or among the Member giving the notice, the Beneficial Owner on whose behalf the notice is given, any Member Associate and any other person (including their names) in connection with the business proposal of the Member;

(vii) a description of any proxy, contract, arrangement, understanding or relationship between or among the Member giving the notice, the Beneficial Owner on whose behalf the notice is given, any Member Associate and any other person, including without limitation any legal, financial and/or compensatory agreements and any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) or pursuant to which any of these persons has a right to vote any Shares of the Company;

(vi) a representation that after the date of the Member’s notice, the Member will update the notice and any other information provided to the Company, in accordance with Article 93.4; and

(vii) such Member’s and Beneficial Owner’s written consent to the public disclosure of information provided to the Company pursuant to this article 93.3.

(c) a representation as to whether or not the Member giving notice, the Beneficial Owner on whose behalf the Member is giving notice and any Member Associate intends, or intends to be part of a group that intends: (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s issued Shares carrying voting rights required to approve or adopt the proposal or to comply with any requirements of the rules and regulations of the United States Securities and Exchange Commission applicable to such proposal; and/or (2) otherwise to solicit proxies from Members in support of the proposal.

d) any material interest of the Member in such business.

93.4 The Member will update its notice and any other information provided to the Company so that the information provided or required to be provided in such notice is true and correct as of the record date for

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Members entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment, postponement, or rescheduling thereof, and such update shall be delivered in writing to the Secretary at the principal executive offices of the Company not later than the close of business ten (10) days after such record date (in the case of the update required to be made as of such record date), and not later than the close of business eight (8) business days prior to the date for the meeting or, if practicable, any adjournment, postponement, or rescheduling thereof (or, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned, postponed, or rescheduled) (in the case of the update required to be made as of ten (10) business days prior to the meeting or any adjournment, postponement, or rescheduling thereof). Additionally, the Member will provide written notice to the Secretary as soon as practicable following a change in the number of securities of the Company held as described in response to Article 93.3(b) that equals 1% or more of the then-issued shares of the Company, and/or entry, termination, amendment or modification of the agreements, arrangements or understandings described in response to Article 93.3(b) that results in a change that equals 1% or more of the then-issued shares of the Company or in the economic interests underlying these agreements, arrangements or understandings. The Member shall also update its notice so that the information required by Article 93.3(b) is current through the date of the meeting or any adjournment, postponement, or rescheduling thereof, and such update shall be delivered in writing to the Secretary at the principal executive offices of the Company no later than two (2) business days after the occurrence of any material change to the information previously disclosed pursuant to Article 93.3(b). For the avoidance of doubt, any information provided pursuant to this Article 93.4 shall not be deemed to cure any deficiencies in any notice provided by a Member, extend any applicable deadlines under Article 93.4, or enable or be deemed to permit a Member to amend a proposal. If a Member fails to provide any written update in accordance with this Article 93.4, the information as to which such written update relates may be deemed not to have been provided in accordance with these Articles.

93.5 93.4. The Chairperson shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Article and, if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

93.6 Any Member or Beneficial Owner directly or indirectly soliciting proxies from other Members must use a proxy card colour other than white, which shall be reserved for the exclusive use by the Board of Directors

93.7 This Article 93 and Article 155 shall not apply to a proposal submitted pursuant to and in compliance with Rule 14a-8 under the Exchange Act (such rule or any successor provision, “Rule 14a-8”), if such proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such meeting, and if the Member or a qualified representative appears at such meeting to present such proposal in accordance with Rule 14a-8.

APPOINTMENT, ROTATION, REMOVAL AND NOMINATION OF DIRECTORS

155.1 No person shall be appointed a Director, unless nominated in accordance with the provisions of this Article 155. Nominations of persons for election to the Board at a general meeting may be made:

(a)by or at the direction of the Board or a committee thereof;

(b) with respect to election at a general meeting, by any Member who holds Ordinary Shares or other Shares carrying the general right to vote at general meetings of the Company, who is a Member at the time of the giving of the required notice provided for in these Articles and at the time of the relevant general meeting, and who has given timely and proper notice in writing to the Secretary in accordance with Article 155.3 and 155.4; through Article 155.9.

(c) with respect to election at an extraordinary general meeting requisitioned in accordance with section 178(3) of the Companies Act, by a Member or Members who hold Ordinary Shares or other Shares carrying the general right to vote at general meetings of the Company and who make such nomination in the written requisition of the extraordinary general meeting in accordance with these Articles, including Article 155.4155.3 through Article 155.9, and the Companies Act relating to nominations of Directors and the proper bringing of special business before an extraordinary general meeting; and

with respect to election at an annual general meeting, by any Member or beneficial owner of Shares (or group of Members and/or beneficial owners of Shares)who is or who is acting on behalf of an Eligible Holder who meets the requirements of and complies with all applicable procedures set forth in Article 155.2

155.2

(a)General. Whenever the Board solicits proxies with respect to the election of Directors at an annual general meeting, subject to the provisions of this Article 155.2, the Company shall include in its notice of general meeting and proxy statement for such annual general meeting, in addition to any persons nominated for election by or at the direction of the Board (or any duly authorised committee

MEDTRONIC I 2025 Proxy Statement C-4 thereof), the name, together with the Required Information (as defined below), of any person nominated for election to the Board (a "Member Nominee") by an Eligible Holder (as defined in Article 155.2(d)) who expressly elects at the time of providing the notice required by this Article 155.2 to have such nominee included in the Company's proxy materials pursuant to this Article 155.2. For purposes of this Article 155.2, the "Required Information" that the Company will include in its proxy statement is (i) the information provided to the Secretary of the Company concerning the Member Nominee and the Eligible Holder that is required to be disclosed in the Company's proxy statement pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder and (ii) if the Eligible Holder so elects, a Supporting Statement (as defined in Article 155.2(h)). For the avoidance of doubt, nothing in this Article 155.2 shall limit the Company's ability to solicit against any Member Nominee or include in its proxy materials the Company's own statements or other information relating to any Eligible Holder or Member Nominee, including any information provided to the Company pursuant to this Article 155.2. Subject to the provisions of this Article 155.2, the name of any Member Nominee included in the Company's proxy statement for an annual general meeting shall also be set forth on the form of proxy distributed by the Company in connection with such annual general meeting and on any ballot distributed at such annual general meeting.

155.4 To be in proper written form, a Member's Member or Beneficial Owner's notice for nomination(s) of person(s) for election pursuant to Article 155.1(b), or in the case of nomination(s) of person(s) for election pursuant to Article 155.1(c), a Member’s written requisition of the extraordinary general meeting, must, in addition to any other applicable requirements, set forth:

(a) as to each person whom the Member or Beneficial Owner proposes to nominate for election or re−electionre-election as a Director,:

(i) the name, age, business address and resident address;

(ii) the principal occupation or employment;

(iii) the class and number of Shares of capital stock of the company which are owned of record and beneficially (if any);

(iv) a written statement executed by each such nominee acknowledging that such person (1) has read and agrees to adhere to the Company’s Principles of Corporate Governance, Code of Conduct and any other of the Company’s policies or guidelines applicable to directors, including with regard to securities trading, (2) is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any nomination or other business proposal, issue or question that has not been disclosed to the Company or could interfere with such person’s fiduciary duties under applicable law, and (3) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with such person’s nomination for director or service as director that has not been disclosed to the Company;

(v) a description of any agreement, arrangement, or understanding (including any a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned Shares) that has been entered into as of the date of the proposing Member or Beneficial Owner’s notice by, or on behalf of, the nominee, whether or not such instrument or right shall be subject to settlement in underlying Shares, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the nominee with respect to Shares of the Company; and

(a)(vi) all other information relating to such person that is required to be disclosed in solicitations for proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A of the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and.

(b) as to the Member giving the notice and each beneficial owner, if different, on whose behalf the nomination is made: each member of such Nominating Group submitting the notice and, if the notice is delivered on behalf of one or more Beneficial Owners, as to such Beneficial Owners:

(i) the name and address of such Member (the Member, as they appear on the Company's Register of Members) and each such beneficial owner; and Register, and, if different, the current name and address of the Member, and the name and address of any Member Associate;

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(ii) if the notice is delivered on behalf of a Beneficial Owner, the name and address of such Beneficial Owner and the name and address of any Member Associate of such Beneficial Owner;

(iii)a representation that the Member is a holder of record of securities of the Company entitled to vote at the meeting and intends to remain so through the date of the meeting and that the Member or a qualified representative intends to appear in person at the meeting to present the proposed nominee(s) for election;

(iv) (ii)the class, series and number of Shares insecurities of the Company which each such Member and each such beneficial owner is the registered or beneficial owner of. that are owned of record or beneficially by such Member, and if applicable, by such Beneficial Owner and by each Member Associate of such Member or Beneficial Owner as of the date of the Member’s notice;

(v) a description of any derivative positions related to any class or series of securities of the Company owned of record or beneficially by the Member or the Beneficial Owner and by any Member Associate, including a description of whether and the extent to which any hedging, swap or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of securities) has been made, the effect or intent of which is to mitigate loss or benefit from, or manage risk or benefit from any share price changes for, or to provide a right or obligation to acquire or dispose of, any class or series of the Company’s securities for, or to maintain, increase or decrease the voting power of, the Member or the Beneficial Owner, and of any Member Associate with respect to any securities of the Company;

(vi) a description of all agreements, arrangements and understandings, including all direct and indirect compensation or other material monetary agreements during the past three years, between or among any Member giving the notice, any Beneficial Owner on whose behalf the notice is given, and any Member Associate, on the one hand, the nominee(s) and any other person (including their names), on the other hand, pertaining to the nomination(s) or other business proposed to be brought before the meeting;

(vii) a description of any proxy, contract, arrangement, understanding or relationship between or among the Member giving the notice, the Beneficial Owner on whose behalf the notice is given, any Member Associate and any other person, including without limitation any legal, financial and/or compensatory agreements and any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) or pursuant to which any of these persons has a right to vote any Shares of the Company;

(viii) a representation that after the date of the notice, the Nominating Group (and Beneficial Owners, as applicable) will update the notice and any other information provided to the Company, in accordance with Article 155.5 and 155.6; and

(ix) such Member’s and Beneficial Owner’s written consent to the public disclosure of information provided to the Company pursuant to this Article 155.4.

(c) a representation as to whether or not the Member (or each Member of such Nominating Group) giving notice, the Beneficial Owner on whose behalf the Member is giving notice and any Member Associate intends, or intends to be part of a group that intends: (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s issued Shares carrying voting rights required to elect the nominee(s) or to comply with any requirements of the rules and regulations of the United States Securities and Exchange Commission applicable to such nomination(s), including Rule 14a-19 under the Exchange Act; and/or (2) otherwise to solicit proxies from Members in support of the nominee(s).

155.5 Except as otherwise provided by these Articles, the Chairperson of the meeting shall determine whether a nomination was not made in accordance with the procedures prescribed by these Articles, and if he or she should so determine, he or she shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

155.5 The Nominating Group will update its notice and any other information provided to the Company so that the information provided or required to be provided in such notice is true and correct as of the record date for Members entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment, postponement, or rescheduling thereof, and such update shall be delivered in writing to the Secretary at the principal executive offices of the Company not later than the close of business ten (10) days after such record date (in the case of the update required to be made as of such record date), and not later than the close of business eight (8) business days prior to the date for the meeting or, if practicable, any adjournment, postponement, or rescheduling thereof (or, if not practicable, on the first practicable date prior

MEDTRONIC I 2025 Proxy Statement C-6 to the date to which the meeting has been adjourned, postponed, or rescheduled) (in the case of the update required to be made as of ten (10) business days prior to the meeting or any adjournment, postponement, or rescheduling thereof). Additionally, the Member will provide written notice to the Secretary as soon as practicable following a change in the number of securities of the Company held as described in response to Article 155.4(b) that equals 1% or more of the then-issued shares of the Company, and/or entry, termination, amendment or modification of the agreements, arrangements or understandings described in response to Article 155.4(b) that results in a change that equals 1% or more of the then-issued Shares of the Company or in the economic interests underlying these agreements, arrangements or understandings. The Member shall also update its notice so that the information required by Article 155.4(b) is current through the date of the meeting or any adjournment, postponement, or rescheduling thereof, and such update shall be delivered in writing to the Secretary at the principal executive offices of the Company no later than two (2) business days after the occurrence of any material change to the information previously disclosed pursuant to Article 155.4(b). For the avoidance of doubt, any information provided pursuant to this Article 155.5 shall not be deemed to cure any deficiencies in any notice provided by a Member or Nominating Group, extend any applicable deadlines under Article 155.3, or enable or be deemed to permit a Member or Nominating Group to amend a nomination, including by changing or adding nominees. If a Member or Nominating Group fails to provide any written update in accordance with this Article 155.5, the information as to which such written update relates may be deemed not to have been provided in accordance with these Articles.

155.6 The Company shall include any person(s) properly nominated pursuant to the provisions of Article 155.1(b) or (c) in the Company’s proxy card(s) for the applicable meeting pursuant to the requirements of Rule 14a-19 under the Exchange Act, subject to the following requirements:

(a) the Member or Beneficial Holder shall provide the Company with a written representation (i) stating that the Nominating Group will solicit proxies from the holders of Shares representing at least 67% of the voting power of the Shares entitled to vote on the election of directors and otherwise comply with the requirements of Rule 14a-19, and (ii) identifying any other proposals that the Nominating Group will submit for the meeting in accordance with the requirements of Article 93;

(b) the Nominating Group will, promptly after soliciting the holders of the Company’s Shares referred to in subparagraph (a) of this Article 155.6, and in any event not later than the close of eight (8) business days prior to the date of the meeting (or any adjournment, postponement or rescheduling thereof) provide the Company with reasonable documentary evidence (as determined by the Chairperson of the meeting using reasonable discretion) specifically demonstrating that the Nominating Group complied with the requirements of Article 155.6(a);

(c) the Nominating Group will promptly provide written notice to the Company if it withdraws any nominee, or ceases or plans to cease solicitation of proxies in accordance with subparagraph (a) of this Article 155.6;

(d) each nominee submitted by the Nominating Group shall submit to the Company a written consent to be named in any proxy statement and associated proxy card for the applicable meeting; and

(e) the Nominating Group will otherwise satisfy all requirements of Rule 14a-19 and Irish law. Unless otherwise required by law, if any Nominating Group (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Company shall disregard any proxies or votes solicited for the nominees of such Nominating Group.

155.7 155.6. The Company may require any proposed nominee to furnish such other information as it may reasonably require, including the completion of any questionnaires, to determine the eligibility of such proposed nominee to serve as a Director of the Company and the impact that such service would have on the ability of the Company to satisfy the requirements of laws, rules, regulations and listing standards applicable to the Company or its Directors. The proposed nominee shall provide such additional information within ten (10) days after it has been requested by the Company.

155.8 Except as otherwise provided by these Articles, the Chairperson of the meeting shall determine whether a nomination wasnot made in accordance with the procedures prescribed by these Articles, and if he or she should so determine, he or she shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

155.9 Any Member, Beneficial Owner, or Nominating Group directly or indirectly soliciting proxies from other Members must use a proxy card colour other than white, which shall be reserved for the exclusive use by the Board of Directors.

156. The number of nominees a Member or Beneficial Owner may nominate for election at an annual meeting shall not exceed the number of directors to be elected by shareholders generally at such annual meeting. If at any meeting of Members resolutions are passed in respect of the election or re-election (as the case may be) of Directors which would result in the maximum number of Directors fixed from time to time by the Board being exceeded, then those Director(s), in such number as exceeds such maximum fixed number, receiving at that meeting the lowest number of votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution in

MEDTRONIC I 2025 Proxy Statement C-7 their favour, not be elected or re-elected (as the case may be) to the Board; provided, that this Article shall not limit the rights of holders of any class or series of Shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series; provided, further, that nothing in this Article 156 will require or result in the removal of a Director whose election or re-election to the Board was not voted on at such meeting.

NOTICES

187. Any notice to be given, served, sent or delivered pursuant to these Articles shall be in writing (whether in electronic form or otherwise).

187.1 A notice or document to be given, served, sent or delivered in pursuance of these Articles, and the annual report of the Company, may be given to, served on or delivered to any Director, Member or committee member by the Company:

(a)by handing same to their authorised agent;

(b)(a) by delivering same to their registered address;

(c)(b) by sending same by the post in a pre-paid cover addressed to their registered address; or

(d)(c) by sending, with the consent of the Director, Member or committee member to the extent required by law, same by means of electronic mail or other means of electronic communication approved by the Directors or the Secretary (or such other person as may be nominated by the Secretary for this purpose), to the Address of the Director, Member or committee member notified to the Company by the Director, Member or committee member for such purpose (or if not so notified, then to the Address of the Director, Member or committee member last known to the Company). A notice or document may be sent by electronic means to the fullest extent permitted by the Companies Act.

BUSINESS COMBINATION

199.7 As used in this Article 199 only, the term:

(iii) “beneficial owner” has the definition set forth in Article 2.1.

(iii) “beneficial owner”, when used with respect to shares or other securities, includes, but is not limited to, any person who, directly or indirectly through any written or oral agreement, arrangement, relationship, understanding, or otherwise, has or shares the power to vote, or direct the voting of, the shares or securities or has or shares the power to dispose of, or direct the disposition of, the shares or securities, except that:

(a) a person shall not be deemed the beneficial owner of shares or securities tendered pursuant to a tender or exchange offer made by the person or any of the person’s affiliates or associates until the tendered shares or securities are accepted for purchase or exchange; and

(b) a person shall not be deemed the beneficial owner of shares or securities with respect to which the person has the power to vote or direct the voting arising solely from a revocable proxy given in response to a proxy solicitation required to be made and made in accordance with the applicable rules and regulations under the Exchange Act and is not then reportable under that act on a Schedule 13D or comparable report, or, if the company is not subject to the rules and regulations under the Exchange Act, would have been required to be made and would not have been reportable if the company had been subject to the rules and regulations;

MEDTRONIC I 2025 Proxy Statement C-8

DELIVERY OF FUTURE ANNUAL GENERAL MEETING MATERIALSMedtronic offers shareholders the choice to receive future annual reports and proxy materials electronically over the internet instead of receiving paper copies through the mail. This will allow us to conserve natural resources and save Medtronic printing and mailing costs. Whether you hold shares registered directly in your name, through a Medtronic stock plan, or through a broker or bank, you can enroll for future delivery of proxy statements and annual reports by following these easy steps:•Go to our website at http://investorrelations.medtronic.com;•In the Shareholder Services section, click on Electronic Delivery of Proxy Materials; and•Follow the prompts to submit your electronic consent.Generally, brokers and banks offering this choice require that shareholders vote through the internet in order to enroll. Street name shareholders whose broker or bank is not included in this website are encouraged to contact their broker or bank and ask about the availability of electronic delivery. As with all Internet usage, the user must pay all access fees and telephone charges. You may view this year’s proxy materials at https://investorrelations.medtronic.com/annual-meeting-reports.

710 Medtronic Parkway

Minneapolis, MN 55432-5604

USA

Tel: (763) 514-4000

Fax: (763) 514-4879

www.medtronic.com