MDTMedtronic

Related Party Transactions and Other Matters

“The Board of Directors of Medtronic has adopted written related party transaction policies and procedures. The policies require that all “interested transactions” (as defined below) between the Company or any of its subsidiaries and a “related party” (as defined below) are subject to approval or ratification by the Nominating and Corporate Governance Committee. In determining whether to approve or ratify such transactions, the Nominating and Corporate Governance Committee will consider, among other factors it deems appropriate, whether the interested transaction is on the same terms as are generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the related person’s interest in the transaction, and any other information regarding the interested transaction or the related party that would be material to investors in light of the circumstances. An interested transaction may be approved only if it is determined in good faith that, under all of the circumstances, the interested transaction is in the best interests of the Company and its shareholders. In addition, the Nominating and Corporate Governance Committee has reviewed certain categories of interested transactions and deemed them to be pre-approved or ratified. Finally, the policies provide that no director shall participate in any discussion or vote regarding an interested transaction for which he or she is a related party, except that the director shall provide all relevant information concerning the interested transaction to the Nominating and Corporate Governance Committee.”

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Related Party Transactions and Other Matters

“Under the policies, an “interested transaction” is defined as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or any guarantee of indebtedness) in which:”

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Related Party Transactions and Other Matters

“the aggregate amount involved will or may be expected to exceed $120,000 in any twelve-month period;”

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Related Party Transactions and Other Matters

“Medtronic or a subsidiary is a participant; and • any related party has or will have a direct or indirect interest (other than solely as a result of being a director and/or a less than ten percent beneficial owner of another entity).”

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Related Party Transactions and Other Matters

“An “interested transaction” includes a material amendment or modification to an existing interested transaction.”

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Related Party Transactions and Other Matters

“person who is or was (since the beginning of the last fiscal year for which Medtronic has filed a Form 10-K and proxy statement) an executive officer, director or nominee for election as a director of Medtronic (even if they do not presently serve in that role);”

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Related Party Transactions and Other Matters

“greater than five percent beneficial owner of Medtronic’s ordinary shares; or • immediate family member of any of the foregoing, as such terms are interpreted under Item 404 of Regulation S-K.”

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Related Party Transactions and Other Matters

“During fiscal year 2026, director Kendall J. Powell’s daughter was employed by Medtronic as a Global Senior Product Program Manager and earned approximately $226,865 in base salary and bonus compensation. Her compensation was commensurate with her peers’ compensation, and she is not an executive officer of, and does not have a key strategic role within, Medtronic.”

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Complaint Procedure; Communications with Directors

“The Sarbanes-Oxley Act of 2002 requires companies to maintain procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company currently has such procedures in place. A 24-hour, toll-free confidential compliance line is available for the submission of concerns regarding accounting, internal controls or auditing matters.”

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Complaint Procedure; Communications with Directors

“Interested parties may communicate with the independent directors via e-mail at independentdirectors@medtronic.com. Communications received from interested parties may be forwarded directly to Board members as part of the materials sent before the next regularly scheduled Board meeting, although the Board has authorized management, in its discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening or otherwise inappropriate. Advertisements, solicitations for periodical or other subscriptions and other similar communications generally will not be forwarded to the directors.”

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