RETIREMENT BENEFITS FREQUENTLY ASKED QUESTIONS (FAQs)

RETIREMENT BENEFITS FREQUENTLY ASKED QUESTIONS (FAQs) Medtronic is committed to helping you save money now so that you can be prepared for the future. As a partner in building your financial security, Medtronic offers you a competitive 401(k) Plan that includes a broad range of opportunities for you to save and invest, plus matching and automatic Company contributions to encourage you to save. In 2016, all employees will have a new 401(k) Plan administrator and new resources to help achieve their savings goals. Legacy Covidien 401(k) accounts will transfer to Medtronic s plan at the beginning of 2016. Learn more about Medtronic s retirement program and other changes happening this year so that you can plan ahead and make the most of your benefits. GENERAL RETIREMENT Q1. What does the Medtronic retirement benefits program include? As of January 1, 2016, all legacy Medtronic and legacy Covidien employees are eligible for the Medtronic 401(k) Plan. Legacy Medtronic employees will also remain in their current retirement plan such as the Medtronic Retirement Plan, Personal Investment Account or the Personal Pension Account. Legacy Covidien employees will retain their company core contribution. Q2. Will there be any changes to the retirement benefits for Legacy Medtronic employees? Except for the new 401(k) Plan administrator and quicker 401(k) vesting (see below), current legacy Medtronic employees will experience no change in either the 401(k) Plan design or the employer provided retirement plan they elected. If you have been with the company less than three years you will be 20% vested in company matching contributions at one year of service, 40% vested at two years, and fully vested after three years of service. Medtronic will be transitioning to Aon Hewitt as the administrator for the 401(k) Plan. Your current contributions, investment elections, and beneficiary designations will transfer automatically to Aon Hewitt. 1

Q3. I am a legacy Covidien employee. What changes will I experience? Coinciding with the move to Aon Hewitt in early January, your Covidien 401(k) account will transfer to the Medtronic 401(k) Plan. The Medtronic 401(k) Plan works in much the same way as the legacy Covidien 401(k) Plan, with some enhancements. Below is a summary of what you can expect. Account transition Your current Covidien 401(k) Plan account will transfer to the Medtronic 401(k) Plan. During this transition, the percentage that you are contributing as of the last payroll of 2015 will continue; you can change your contribution percentage beginning January 12. If you are contributing 1% your contribution percentage will be increased to 2%. Company Core Contribution You will continue to be eligible for an automatic core company contribution equal to 3% of eligible pay. The contribution will be made at the end of each fiscal year, rather than each pay period (you must be actively employed on the last day of the fiscal year to receive the contribution). You will receive this contribution even if you don t contribute to the Medtronic 401(k) Plan. Company match Medtronic matches your contributions up to 50% on the first 6% of eligible pay you save. Medtronic may also make additional contributions at the end of the fiscal year based on company performance (you must be actively employed on the last day of the fiscal year to be eligible for any additional contributions). Over the last 10 years, Medtronic s total average company match has been more than 4.5% for employees who contribute at least 6% of eligible pay! Investments You ll have new investment fund options through the Medtronic 401(k) Plan. Your current Covidien 401(k) balance will be invested in an age-appropriate Target Date Retirement Fund (based on the year you turn 65) until you make a change. You can change your investments to other funds in the

Medtronic 401(k) Plan beginning January 12. Vesting You are always 100% vested in your own contributions. For company matching and core contributions: If you were hired on or before January 26, 2015: You are 100% vested now and will continue to be 100% vested in future company contributions. If you were hired between January 27 and December 31, 2015: You ll be 100% vested after two years of service. In November, all employees will receive a transition guide with new account access information and details, including investment fund options. Q4. How will the retirement program work for new hires? New hires on and after January 1, 2016 will be eligible for the Medtronic 401(k) Plan with both Medtronic matching and core contributions as described above for legacy Covidien employees. Vesting in Medtronic s contributions, however, will be 100% after 3 years of service. Q5. Will Medtronic offer retiree medical coverage? Company-provided retiree medical coverage will not be available to legacy Covidien employees or to anyone hired after January 1, 2016. This is consistent with Covidien s prior approach and competitive practice, as many large organizations are no longer including this in their benefits program. 401(K) PLAN FEATURES Q6. Does Medtronic provide a company match as a part of the 401(k) Plan? Yes, Medtronic will match 50% of the first 6% of eligible pay you contribute. To receive the maximum match, you must contribute at least 6% of your pay and Medtronic will contribute 3% of pay. Medtronic may also provide an additional match at the end of the fiscal year, if the company meets certain business results.

Q7. When do I receive the match? Medtronic s matching contributions are made each pay period. Additional matching contributions, based on company performance, may be made at the end of the fiscal year. Q8. Does Medtronic typically pay additional matching contributions? Does it usually happen every year? Historically, additional matching contributions have been made annually. But it is not guaranteed and depends on business performance. Q9. How much is the additional year-end match? Over the last 10 years, the additional match combined with the regular match has averaged $0.76 for each $1 contributed. This means employees who contribute at least 6% receive 4.5% from Medtronic in total matching contributions. You can view the 10-year history of 401(k) company match at benefits.medtronic.com under Learn > Policies and Plan Documents > Retirement Benefits. Matching contributions are in addition to the automatic core contributions made by Medtronic. Q10. Do I have to contribute money to my 401(k) in order to receive a Medtronic match? Yes, you must contribute money in order to receive a match from Medtronic. Q11. What is the Medtronic Core Contribution (MCC)? At the end of the fiscal year, Medtronic will make a contribution to your account equal to 3% of your eligible pay. Medtronic makes this contribution whether or not you contribute to the 401(k) Plan. Q12. When do I receive the Medtronic Core Contribution? If you are actively employed, you will receive the 3% core contribution at the end of the fiscal year. Q13. How can I contribute to my 401(k) Plan and is there a limit to my contributions? You can save between 2% and 75% of your eligible pay. There are several different types of contributions you can make:

Pre-tax Contributions: A pre-tax contribution comes out of your pay before your taxable income is determined, which lowers your taxable income and, in turn, your current tax bill. Any earnings on your pre-tax contributions grow tax-deferred until withdrawn. Roth 401(k) After-tax Contributions: A Roth 401(k) after-tax contribution comes out of your pay after your taxable income is determined, so your current tax bill will not be lower. However, you can withdraw your contributions and earnings taxfree at retirement a significant tax break if you re in a higher income bracket when you retire. You must keep your money in the Medtronic 401(k) at least five years from the date of your first Roth contribution and withdraw after age 59½, or upon your disability or death. Catch-up Contribution: If you ll be age 50 or older by the end of the calendar year and are contributing the maximum annual amount already, you are eligible for a catch-up contribution. You can save money in your 401(k) beyond the normal IRS limit up to an additional $6,000! For 2016, the limit for combined contributions is $18,000. If you are eligible for Catch-up Contributions, the limit is $24,000. Q14. What kind of investment options does the Medtronic 401(k) Plan offer? The Medtronic 401(k) Plan offers a variety of investment options for your savings. It s up to you to decide which investment approach works best for you. If you re a hands-off investor, or you don t know where to start when it comes to choosing funds, consider one of the Vanguard Target Retirement Date funds. These are pre-mixed, broadly diversified funds. Asset allocation is adjusted over time by investment experts, as you get closer to retirement. You can choose the fund that most closely matches the year you expect to retire, or select a different fund if you think it better matches your personal circumstances. If you d like to be more involved in your investments, you can use the Core Funds to create your own mix of investments. The investment options available through the 401(k) Plan cover a range of categories and have different risk/reward potential. By using these investment options, you can create your own portfolio based on how long you have to invest, your risk tolerance and your savings goals.

RETIREMENT ADMINISTRATION TRANSITION Q15. When will Aon Hewitt become the new administrator? Aon Hewitt will begin administering the 401(k) Plan beginning in January 2016. (See How will I access my account once the transition is complete? for more information.) Q16. Why did Medtronic choose Aon Hewitt? Aon Hewitt is a global leader in human resource solutions, and its mission making the world a better place to work aligns well with Medtronic s mission and culture. This move will provide you with enhanced services and convenient access to the Medtronic 401(k) Plan, including: A robust website where you can view and make changes to your Medtronic 401(k) Plan account at any time. Interactive tools and resources to help you plan smart for your financial future. Access to representatives who can assist you with your retirement account questions. Financial and investment advisory services. Enhanced service through knowledgeable representatives who provide assistance over the phone and through email and online chat. The administrator change from Vanguard was prompted by Vanguard s decision to discontinue pension administration. Q17. How will this transition impact me? There will be a brief quiet period when you won t be able to perform certain account transactions like accessing your accounts, changing your contribution rate or investments, or taking a loan or distribution from the plan. During the quiet period, the money in your account will stay fully invested and subject to market gains and losses. For legacy Medtronic employees, the quiet period will begin at 4 p.m. Eastern Time on December 23, 2015 and end at 9 a.m. Eastern Time on January 12, 2016. For legacy Covidien employees, the quiet period will begin at 3 p.m. Eastern Time on December 28, 2015 and end at 9 a.m. Eastern Time on January 12, 2016. Later in November, you will receive a home mailing from Aon Hewitt with further direction on how to complete certain account transactions before the quiet period begins. You do not have to take any action right now.

TOOLS AND RESOURCES Q18. Will there be tools available to help me navigate the changes? Yes, a variety of tools will be available to you, including: Advisory Services. Aon Hewitt Financial Advisors, in partnership with Financial Engines, will provide you with financial advisory services, including: o Online Advice integrated into the 401(k) Plan website. This service provides specific, personalized savings and investment advice that you can put into action, at no additional cost to you. o The Aon Hewitt Professional Management Program, which will offer personalized, professional portfolio management for a fee. o A personalized retirement forecast will be sent to all employees after the transition is complete. Online Retirement Income Forecast Tool. The retirement forecast tool uses Financial Engines powerful methodology to give meaningful, realistic forecasts of how much savings employees might expect to have in retirement. Fund Fact Sheets. With Lipper Fund Fact Sheets, you will have access to best-inclass investment analysis and performance information for each of your investment options. These fact sheets will be available online. Personal Financial Assistance. The Financial Wellness Center will provide access to specialists who are trained to answer a wide variety of personal finance questions by phone or email. All calls to the center are confidential, and come at no charge. Debt Management/Counseling Services. Through Aon Hewitt s partnership with ClearPoint Financial Solutions, a nonprofit provider of credit counseling services, you will be eligible for free credit counseling with NFCC-certified consumer credit counselors. Appointments will be available by phone, online, or face-to-face at ClearPoint s 50-plus branches across the U.S. Q19. How will I access my account once the transition is complete? Beginning January 12, 2016, you will have access in a number of ways: Through the Medtronic retirement website, retirement.medtronic.com, including via mobile devices like smartphones and tablets.

By phone by calling the Retirement Service Center at (844) 335-9042. Representatives will be available from 9 a.m. to 7 p.m. Eastern Time, Monday through Friday. By sending an email through the Contact Us page on retirement.medtronic.com. A Retirement Service Center representative will reply to the secure mailbox on the website. Through online chat with a representative from 9 a.m. to 7 p.m. Eastern Time, Monday through Friday. Q20. What if I have questions before the transition? Medtronic 401(k) Plan participants can contact Vanguard at vanguard.com or (800) 523-1188. Covidien 401(k) Plan participants can contact Mercer at covidien.com/retirement or (855) 268-4738.om outside the U.S., call (857) 362-5933. Q21. Where do I go if I have other questions about my retirement benefits? To learn more about your retirement benefits and for updates and information, go to benefits.medtronic.com. For legacy Medtronic employees, contact the Human Resources Operations Center at HROC@medtronic.com or call (888) 422-1500 or (763) 514-1500. For legacy Covidien employees, contact AskHR at AskHR@covidien.com or call (800) 987-3565.

DISCLAIMER Medtronic, Inc. has hired Aon Hewitt Financial Advisors, LLC (AFA) to provide investment advisory services to Plan participants. AFA has hired Financial Engines Advisors L.L.C. (FEA) to provide sub-advisory services. AFA is a federally registered investment advisor and wholly owned subsidiary of Hewitt Associates LLC. FEA is a federally registered investment advisor and wholly owned subsidiary of Financial Engines, Inc. Neither AFA nor FEA guarantees future results. Brokerage services are offered through Hewitt Financial Services LLC (HFS), a broker-dealer. HFS is a wholly owned subsidiary of Hewitt Associates LLC. Hewitt Financial Services, LLC Member FINRA, SIPC Lipper, a Thomson Reuters company, 2015. All rights reserved. This communication was prepared in accordance with the Employee Retirement Income Security Act of 1974, as amended. It describes the key features of various Medtronic employee benefit plans that provide medical, wellness, other health, life insurance and disability benefits and retirement, time-away and work/life benefits. The purpose of this communication is to give you a general understanding of the benefits available under the various Medtronic benefit plans. This communication represents only general summary information about the terms contained in the official plan document. While we have made every effort to make this communication as accurate as possible, if there are any inconsistencies between this communication and the applicable plan document, the terms of the applicable plan document shall govern. Also, any questions or interpretations concerning benefits provided under the applicable plan will be resolved using the terms of the applicable plan document, not this communication. No person can make any statements of any kind that alter the terms of the applicable plan document. Accordingly you should not consider the applicable plan to have been amended based on written or oral statements made by any employee, officer, director or representative of Medtronic, including supervisors and Human Resources representatives. If you believe that you have received information contrary to the terms of the applicable plan or this communication, please contact the Human Resource Operations Center (HROC) at (888) 422-1500 or by email at hroc@medtronic.com (legacy Medtronic employees) or AskHR at (800) 987-3565 or by email at AskHR@Covidien.com (legacy Covidien employees). These benefits are not automatically applicable to employees in collective bargaining units whose terms and conditions of employment, including benefits, are subject to the collective bargaining process.