Medtronic plc

Proposal 7 – Amendment of Article 177 of the Company’s Articles of Association to facilitate the capitalization of certain of the Company’s non-distributable reserves.

As of April 25, 2025, we had a reserve of approximately $37.2 billion standing to the credit of the Company’s profit and loss account (the “Non-Distributable P&L Reserve”) that arose as part of a planned internal re-organization completed in 2024. The Non-Distributable P&L Reserve is not considered part of the Company’s distributable reserves under Irish law and hence cannot be used to pay dividends or to repurchase or redeem shares. In order to convert the Non-Distributable P&L Reserve into distributable reserves, we are proposing first to capitalize the Non-Distributable P&L Reserve (the “Capitalization”). The Capitalization will increase the amount standing to the credit of the Company’s share premium account by the amount of the balance of the Non-Distributable P&L Reserve less the aggregate nominal value of any bonus shares issued by the Company as part of the Capitalization. We are then proposing (subject to the approval of Proposal 8) to reduce the share premium arising upon the Capitalization to create additional distributable reserves.

In order to facilitate the Capitalization, we are asking shareholders to approve certain clarificatory amendments to Article 177 of the Company’s Articles of Association. These amendments are required to authorize the Board to capitalize any profits available for distribution and any sum, for the time being, standing to the credit of any of the Company’s other reserve accounts whether distributable or non-distributable and to appropriate and apply the sum resolved to be capitalized in paying up in full unissued shares to be allotted to any shareholder or any class of shareholders, of a nominal value or a nominal value plus share premium, equal to the sum capitalized. If the Company’s shareholders approve this Proposal, the Company intends to implement the Capitalization as soon as practicable following the Annual General Meeting to facilitate the creation of additional distributable reserves.

The full text of the proposed Article 177 compared to the text of the existing Article 177 is separately set forth in Appendix B to this proxy statement.

75% of the votes cast at the Annual General Meeting will be required to amend Article 177 in the manner described above.

THE TEXT OF THE RESOLUTION IN RESPECT OF PROPOSAL 7 (WHICH IS PROPOSED AS A SPECIAL RESOLUTION, AS REQUIRED UNDER IRISH LAW) IS AS FOLLOWS:

“RESOLVED that the Articles of Association of the Company be and are hereby amended by the deletion of the existing Article 177 and its replacement by the new Article 177 in the form set forth in Appendix B to this proxy statement.”

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Proposal 8 – Approval of a Capital Reduction to Create Distributable Reserves under Irish Law

Section 84 of the Irish Companies Act 2014 enables a company, subject to shareholder approval and the confirmation of the Irish High Court, to create distributable reserves through a reduction of company capital.

In this proposal, shareholders are being asked to approve a reduction of our company capital by up to the entire balance of our share premium account as of the date we apply to the Irish High Court for confirmation of the share capital reduction, or such other lesser amount as the Board (or any duly authorized committee or such other person as may be authorized by the Board) or the Irish High Court may determine, and to treat the reserves created on such reduction as distributable (the “Share Capital Reduction”). As discussed above, the Share Capital Reduction would provide us with flexibility to continue making distributions to shareholders and repurchasing or redeeming shares under our share repurchase programs.

As of April 25, 2025, the amount standing to the credit of our share premium account was approximately $57.5 billion. If Proposal 7 is approved, the Board intends to effect the Capitalization as soon as practicable following the Annual General Meeting to create an additional approximately $37.2 billion in share premium, bringing the maximum amount of share premium that may be reduced to approximately $94.7 billion.

If the Company’s shareholders approve this proposal, the Company intends to promptly apply to the Irish High Court for confirmation of the resolution following the Annual General Meeting, following which, if the Irish High Court approves it, the Share Capital Reduction will become effective. Although the Company is not aware of any reason why the Irish High Court would not confirm the reduction of capital so as to enable us to create distributable reserves, there is no guarantee of such confirmation.

75% of the votes cast at the Annual General Meeting will be required to approve the creation of distributable reserves through a reduction of company capital in the manner described above.

THE TEXT OF THE RESOLUTION IN RESPECT OF PROPOSAL 8 (WHICH IS PROPOSED AS A SPECIAL RESOLUTION, AS REQUIRED UNDER IRISH LAW) IS AS FOLLOWS:

“RESOLVED, as a special resolution, that, subject to and with confirmation from the Irish High Court, in accordance with Sections 84 and 85 of the Companies Act 2014, the company capital of the Company be reduced in the following manner:

(a) subject to (b) below, the entire amount standing to the credit of the share premium account of the Company as of the date upon which the Irish High Court’s confirmation of this special resolution is sought (the “Authorized Amount”), or such lesser amount as the Irish High Court may determine, be cancelled and extinguished such that the reserve resulting from such cancellation be treated as profits available for distribution as defined by section 117 of the Companies Act 2014; and

(b) the Board of Directors, acting through one or more of the Company’s directors, secretary or executive officers, be and is hereby authorized to determine, on behalf of the Company, to proceed to seek confirmation from the Irish High Court to a reduction of company capital by the Authorized Amount or such lesser amount as the Board of Directors may approve in their absolute discretion, or to determine not to proceed to seek confirmation of the Irish High Court at all in pursuance of paragraph (a) above.”

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Proposal 9 - Amendment of the Company’s Articles of Association to Update the Advance Notice Provisions

The Company’s Articles of Association provide shareholders with the right to propose business and nominees for election to the Board at a general meeting. To exercise such right, a shareholder must deliver notice to the Company in accordance with the timeframes and processes described in the Company’s Articles of Association, which provisions are typically referred to as “advance notice” provisions. In order to align these advance notice provisions with current corporate governance norms and practices, including those that have developed in connection with the SEC’s adoption of “universal proxy card” requirements pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, the Board believes that (i) the time frame during which any such notice should be delivered to the Company should be adjusted so that such notices must be delivered not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of the Company, and (ii) any shareholder who desires to propose business to be voted on at a meeting or a nominee for election to the Board should provide meaningful disclosure so that the Board and shareholders can adequately assess the proposal or nominee. In light of those principles, the Board proposes to amend our Articles of Association to (i) modify the timeframe for delivery of notice of a proposal or nomination, (ii) enhance the current disclosure obligations applicable to shareholder proposals and nominations provided in the Company’s advance notice provisions, and (iii) make certain other administrative updates to the Articles to effect the advance notice amendments.

Specifically, the Board believes that making the following amendments to the advance notice provisions in our Articles of Association is in the best interests of the Company and its shareholders:

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The description set forth above is only intended to be a summary of the amendments proposed to be made to the Company’s Articles of Association pursuant to this proposal, and is qualified in its entirety by reference to the full text of the amended provisions in the Articles of Association, which is attached to this proxy statement as Appendix C. We encourage you to read and consider Appendix C in its entirety before you cast your vote.

75% of the votes cast at the Annual General Meeting will be required to amend the Articles of Association in the manner described above.

THE TEXT OF THE RESOLUTION IN RESPECT OF PROPOSAL 9 (WHICH IS PROPOSED AS A SPECIAL RESOLUTION, AS REQUIRED UNDER IRISH LAW) IS AS FOLLOWS:

“RESOLVED, as a special resolution, that the Articles of Association of the Company be and are hereby amended in the manner provided in Appendix C to this proxy statement.”

MEDTRONIC I 2025 Proxy Statement 90