Shareowner Service Plus Plan SM Investment Brochure CUSIP# 585055 10 6 Sponsored and Administered by Wells Fargo Shareowner Services
Dear Shareholders and Interested Investors: Wells Fargo Shareowner Services is pleased to announce the Shareowner Service Plus Plan SM offering the following services to Medtronic registered shareholders and other interested investors: Purchase shares of Medtronic Common Stock through cash investments made by check or by automatic deductions from a United States checking or savings account; Reinvest dividends on all or a portion of shares registered in a shareholder s name; Deposit share certificates for credit to a plan account; Purchase additional shares of Medtronic Common Stock for others by making cash investments on their behalf; Sell shares held in the plan; Obtain certificates for shares held in the plan; and Telephone and Internet transaction privileges. DIRECT REGISTRATION Medtronic is a participant in the Direct Registration System (DRS). DRS is a method of recording shares of stock in book-entry form. Bookentry means that your shares are registered in your name on the books of the company without the need for physical certificates and are held separately from any Plan shares you may own. Shares held in book-entry have all the traditional rights and privileges as shares held in certificate form. With DRS shareholders can: Eliminate the risk and cost of storing certificates in a secure place 1
Eliminate the cost associated with replacing lost, stolen, or destroyed certificates Move shares electronically to their broker HOW TO BEGIN Any future share transactions will be issued to book-entry form rather than physical certificates unless otherwise specified by the requester. You may convert any stock certificate(s) you are currently holding into book-entry form. Send the stock certificate(s) to Wells Fargo Shareowner Services with a request to deposit them to your DRS account. There is no cost to you for this custodial service and by doing so, you will be relieved of the responsibility for loss or theft of your certificate(s). Your certificate(s) should not be endorsed, and we recommend sending your certificate registered insured mail for 3% of the current market value. ELECTRONIC SHARE MOVEMENT You may choose to have a portion or all of your full book-entry shares delivered directly to your broker by contacting your broker/dealer. When using your broker to facilitate a share movement, provide them with a copy of your DRS account statement. The Shareowner Service Plus Plan SM is offered and administered by Wells Fargo Shareowner Services, a registered transfer agent. Please read the enclosed brochure carefully for complete details about the plan features and fees. Neither Wells Fargo Shareowner Services nor Medtronic provides advice or recommendations with respect to purchasing or selling shares of Medtronic Common Stock. Any decision to purchase or sell must be made by each individual based on his or her own research and judgment. Sincerely, Wells Fargo Shareowner Services 2
SHAREOWNER SERVICE PLUS PLAN SM Wells Fargo Shareowner Services, the Plan Administrator ( Wells Fargo, the Plan Administrator, we, or us ) is pleased to offer an alternative to traditional methods of purchasing, holding and selling Medtronic, Inc. (the Company or Medtronic ) Common Stock through its Shareowner Service Plus Plan SM (the Plan ). The Plan offers a variety of flexible services to aid in managing your investment. The Plan consists of two sections, Questions and Answers and Terms and Conditions. I. Questions and Answers 1. HOW DO I ENROLL IN THE PLAN? If you are a registered owner (which means that you already own at least one share of Medtronic Common Stock in your name) you may enroll by completing the Account Authorization Form enclosed with this brochure. To become a registered owner, you may: (a) Purchase a minimum of $250 of stock through the Plan; or (b) Transfer at least one share of Medtronic stock you own that is held by a broker, bank, trust or other nominee into your name. You may also enroll on the Internet by visiting www.shareowneronline.com and selecting First Time Visitor. 2. HOW CAN I BUY ADDITIONAL SHARES THROUGH THE PLAN? You can buy additional shares by forwarding a check in U.S. funds made payable to Shareowner Services SM to us by mail. You can also arrange for automatic monthly purchases by electronic funds transfer from a United States bank account you designate. Purchases are made on a weekly basis and within five business days of the date we receive funds. The stock is generally credited to your Plan account on the settlement date of the purchase. You will not 3
receive interest on cash held by the Plan pending investment. The share price of Medtronic stock may rise or fall during the period from your request to buy shares and the actual purchase date. You should evaluate these possibilities when deciding to purchase any shares through the Plan. The price risk will be borne solely by you. 3. DO I HAVE TO REINVEST DIVIDENDS? Dividend reinvestment is a service offered by the Plan at a nominal charge. You may indicate whether you want the dividends on a portion or all of the shares in your account reinvested. Dividends will automatically be reinvested on the dividend payment date for the shares registered in your name and shares held in your plan account on the dividend record date, unless you indicate otherwise. If you choose to receive cash dividends on a portion of the shares in your account, you may receive them either by direct deposit or check. You may change or stop your election regarding dividend reinvestment or payment at any time via phone, online, or by written request to Wells Fargo. Changes will be effective as of the next record date after we receive notice of the change. Note: Under U.S. federal income tax law, dividends are taxable to you even if your dividends are reinvested through the Plan. You will receive a Form 1099-DIV reporting your dividends (including reinvested dividends) shortly after the close of each calendar year. The payment of dividends is at the discretion of Medtronic s Board of Directors and will depend upon future earnings, the financial condition of Medtronic and other factors. The Board may change the amount and timing of dividends at any time without notice. 4 4. HOW ARE SHARES PURCHASED FOR MY ACCOUNT? We will buy the shares for your Plan account on the open market. We will generally make
purchases for the Plan once each week. If demand requires, we may make purchases over several days and credit them to your Plan account. 5. WHAT PRICE WILL I PAY FOR SHARES? The purchase price per share will be the weighted average price of all shares purchased during that purchase period, plus any applicable transaction fees. The purchase price will determine the number of shares purchased. This applies to share purchases made during the initial enrollment, purchase of additional shares for your account and reinvestment of dividends. 6. HOW CAN I KEEP TRACK OF MY ACCOUNT ACTIVITY? Whenever there is activity in your account such as a dividend payment, an additional purchase of shares, or withdrawal, transfer or sale of shares, we will mail you a separate written confirmation of that transaction. Be sure to keep your Plan transaction request forms for income tax purposes. Call us immediately if you believe that an error has been made in your Plan records, or mailings to you are being misdirected, lost or stolen. 7. WHAT IS CERTIFICATE DEPOSIT AND HOW DOES IT WORK? Certificate deposit is a service provided by the Plan. If you have Medtronic stock certificates, you may send them to us for deposit into your Plan account at any time beginning with enrollment in the Plan. Once the shares are deposited into the Plan, they are held electronically (known as book-entry ) and you no longer bear the cost and risk associated with the storage, loss, theft, or destruction of stock certificates. To use certificate deposit, it is recommended that you send your certificates to us by registered mail, insured for 3% of the current market value of the shares. Include signed, written instructions to us to deposit 5
the shares into a Plan account for safekeeping. Do not endorse the certificates or complete the assignment section on the back of the certificates. We will mail you confirmation of your deposited certificates, generally within two weeks after receipt. 8. CAN I RECEIVE CERTIFICATES FOR SHARES IN MY ACCOUNT? You may obtain certificates at any time. Medtronic will pay the fee for issuing certificates. Use the plan transaction request form on your Plan statement to order certificates, or if you have authorized automated privileges for your account, call us. Certificates are issued in the exact name(s) shown on the account. To have certificates issued in a different name, follow the procedures under Question 9, Can I transfer Plan shares to another person? Certificates are issued for whole shares only. If you request an amount that includes a fractional share, we will liquidate the fractional share and send you a check less any fees and broker commissions for the current market value of the fractional share. You may continue to reinvest dividends on those shares through the Plan, even though you now hold them in physical certificate form. 9. CAN I TRANSFER PLAN SHARES TO ANOTHER PERSON? You can transfer shares to an adult who has a Plan account, or you can set up a new Plan account for a person who does not have one, using shares transferred from your account. Due to legal restrictions, shares may only be transferred to minors if an adult is named as custodian on the account. You can also transfer shares by ordering certificates for shares in your account issued in the name of another person. We will send the certificates to the new owner by first class mail. To transfer shares, we must have written instructions, with your signature on the written 6
instructions guaranteed by a bank or broker participating in the Medallion Signature Guarantee program. This helps ensure that transfers from the account are only made by the account owner. Please provide the name, address, and social security or tax identification number of the new owner. Beginning with the next dividend record date after the transfer, dividends will be paid to the new owner. Dividends on shares held in the new Plan account will be reinvested, unless the new account owner directs us to pay dividends in cash. Dividends on physical certificates registered in a new name will be paid by check mailed to the address of the new owner. 10. HOW CAN I SELL SHARES IN MY PLAN ACCOUNT? To sell shares, complete the bottom portion of the transaction request form on your Plan statement and mail or submit a written request to Wells Fargo. If the market value of the Plan shares is equal to or less than $25,000 and you have authorized automated privileges for your account, you may sell shares by calling Wells Fargo. Shares are sold within five business days, although we are often able to sell daily if there is sufficient volume. A transaction fee plus a per share brokerage commission, is charged for each sale of Plan shares. The fees will be deducted from the net proceeds of the sale. We will mail you a check or direct deposit the net proceeds of the sale as soon as practicable after the settlement date of the trade. You will not receive interest on sales proceeds held before disbursement. The share price of Medtronic stock may rise or fall during the period from your request to sell and the actual sale date. You should evaluate these possibilities when deciding to sell any shares through the Plan. The price risk will be borne solely by you. As always, you may sell your shares through a stockbroker by requesting certificates for your shares (see Question 8 above) and depositing them with your stockbroker. 7
11. HOW CAN I CLOSE MY ACCOUNT? You can close your account at any time by completing the transaction request portion on the bottom of your Plan statement by mail or by telephoning your request to the Plan administrator. Your account will be closed within five business days after we receive your written notice or telephone instructions if you have automated privileges. When your account is closed, your full shares will be converted to book-entry (DRS) unless physical certificates are requested. (To change registration, please see Question 9 above.) Any fractional share in your account will be liquidated and a check for the net proceeds will be sent to you. You may sell any or all of the shares in your account prior to closing it. If shares are sold, a sales fee plus any brokerage commissions will be deducted from the proceeds, and a check mailed to you for the remainder. You will not receive interest on sales proceeds held before disbursement. To close an account after a shareholder s death, the executor should contact us for specific instructions. After your account is closed, dividends on any shares of Medtronic stock you hold will be sent to you at the address you provide, or automatically deposited in your designated bank account in accordance with your instructions. 12. HOW DO I VOTE MY SHARES HELD IN THE PLAN? You will receive proxy materials, reports to shareholders, and other materials sent to Medtronic shareholders, which will include shares in your Plan account and shares for which you hold certificates. These materials will describe the process to vote your shares. 8
13. WILL I RECEIVE CREDIT FOR STOCK SPLITS AND STOCK DIVIDENDS? Yes. Your Plan account will be adjusted to reflect any additional shares of Medtronic stock distributed because of a stock split, stock dividend or other distribution based on the shares of Medtronic stock held in your name (including shares not held in your Plan account). You can obtain certificates for such additional shares at any time and without charge, since Medtronic pays for costs associated with issuing certificates. 14. MAY I INVEST IN THE PLAN IF I LIVE OUTSIDE OF THE UNITED STATES? If you live outside the U.S., you should first determine if there are any laws or governmental regulations that would prohibit your participation in the Plan, or affect the terms of the Plan. Tax consequences of Plan participation may vary under foreign laws or regulations, and you should determine the tax treatment of Plan features, such as dividend reinvestment, before you decide to invest through the Plan. We have the right to terminate participation of any shareholder if we deem it advisable under any foreign laws or regulations. 9
15. HOW DO I CONTACT WELLS FARGO FOR INFORMATION? Plan Requests should be mailed to: Wells Fargo Shareowner Services P.O. Box 64856 St. Paul, MN 55164-0856 Certified/Overnight Mail: Wells Fargo Shareowner Services 161 North Concord Exchange South St. Paul, MN 55075-1139 Written Requests to: Wells Fargo Shareowner Services P.O. Box 64854 St. Paul, MN 55164-0854 General Information: Fax: 1-651-450-4085 Tel: 1-888-648-8154 Tel: 1-651-450-4064 (outside the United States) An automated voice response system is available 24 hours a day, 7 days a week. Customer Service Representatives are available from 7:00 a.m. to 7:00 p.m., Central Standard Time, Monday through Friday Internet: General Information www.wellsfargo.com/shareownerservices Account Access www.shareowneronline.com 10
II. Terms and Conditions 1. ENROLLMENT IN THE PLAN To become a Plan participant, complete the Account Authorization Form enclosed with this brochure and mail it in the envelope provided. If you are not already a registered shareholder, be sure to include the initial cash investment of $250, plus an enrollment fee. If you authorize monthly investments of $25.00 or more using the Plan s Automatic Cash Withdrawal and Investment Service, we will waive the initial cash investment and you need only include a check in the amount of the first optional cash investment, at least $25.00, plus the enrollment fee. You may also enroll on the Internet by visiting www.shareowneronline.com and select First Time Visitor. 2. CASH INVESTMENTS (a) Initial Cash Investment. If you are not currently a registered shareholder, you may enroll in the Plan by enclosing an initial cash investment of $250.00 plus an enrollment fee along with your completed Account Authorization Form. If you authorize monthly investments of at least $25.00 using the Plan s Automatic Cash Withdrawal and Investment Service, we will waive the initial cash investment and you need only include a check in the amount of the first optional cash investment, at least $25.00, plus the enrollment fee. Registered shareholders are not required to pay the initial cash investment nor the enrollment fee. (b) Optional Cash Investment. You may invest in additional shares of Medtronic stock by sending a check in U.S. funds made payable to Shareowner Services, or through automatic cash withdrawals, along with a transaction request form from one of your Plan statements or by separate written instructions to purchase shares for your account under the Plan. You may invest under this option at any 11
12 time and as often as you wish in accordance with the Plan provisions. Each cash payment must be at least $25.00 and the total investment during any calendar quarter is limited to $50,000. Checks from non-u.s. banks must be in U.S. dollars and will be subject to collection and applicable fees. Third party checks cannot be accepted. (c) Automatic Cash Withdrawal and Investment Service. The Automatic Cash Withdrawal and Investment Service is a convenient method to have money automatically withdrawn from your checking or savings account each month and invested in your Plan account, thus eliminating the need to write and mail checks. To take advantage of this feature, complete the section on the Account Authorization Form for automatic investment. Your bank account will be debited on the 25th day of each month or, if that day is not a business day, the next business day following the 25th day. Funds are invested within five business days following the receipt of the funds. The minimum withdrawal amount is $25.00 and the maximum aggregate investment during any calendar quarter is $50,000. Your bank statement will show the details of each automatic cash withdrawal. You can stop the Automatic Cash Withdrawal and Investment Service by writing to us at the address shown in this brochure, or if you have authorized automated privileges for your account, by telephoning us. To be effective with respect to a particular date, your authorization, change or termination request must be received by us at least 15 business days prior to that date. You are under no obligation to make additional cash investments. Funds awaiting purchase do not earn interest. The price of Medtronic stock might rise or fall during the period between the
withdrawal of funds and your purchase of shares. The price risk will be borne solely by you. You may obtain the return of any optional cash investment upon request received by Wells Fargo Shareowner Services on or before the second business day prior to the date on which it is to be invested. If any optional cash investment, including payments by check or automatic withdrawal, is returned for any reason, Wells Fargo Bank, N.A will remove from the participant s account any shares purchased upon prior credit of such funds, and will sell these shares. Wells Fargo Bank, N.A. may sell other shares in the account to recover a $25.00 returned funds fee for each optional cash contribution returned unpaid for any reason and may sell additional shares as necessary to cover any market loss incurred by Wells Fargo Bank, N.A. During the period that an optional cash investment is pending, the collected funds in the possession of the Plan Administrator may be invested in certain Permitted Investments. For purposes of this Plan, Permitted Investments shall mean any money market mutual funds registered under the Investment Company Act (including those of an affiliate of the Plan Administrator or for which the Plan Administrator or any of its affiliates provides management advisory or other services) consisting entirely of (i) direct obligations of the United States of America; or (ii) obligations fully guaranteed by the United States of America. The risk of any loss from such Permitted Investments shall be the responsibility of the Plan Administrator. Investment income from such Permitted Investments shall be retained by the Plan Administrator. 13
14 3. FEES Certificate Issuance Certificate Deposit company paid company paid Enrollment Fee $10.00 Investment Fees via optional cash investment $3.00 per check via automatic withdrawal $1.00 per request via dividend reinvestment 5% to a maximum $5.00 per investment purchase commission $.04 per share Sale Fees service fee $10.00 per transaction sale commission $0.10 per share Fee for Returned Checks or Rejected Automatic Bank Withdrawal $25.00 per item Prior Year Duplicate Statements 4. REINVESTMENT OPTIONS $15.00 per year When you enroll in the Plan, you may, on the Account Authorization Form, elect one of the following reinvestment options: Full Dividend Reinvestment All cash dividends on shares held in physical certificate form registered in your name including bookentry (DRS) on the records of the Company and all cash dividends on all Plan shares credited to your account under the Plan will be used to purchase additional shares. If you elect Full Dividend Reinvestment, you will not receive cash dividends from the Company. The dividends will be reinvested. Partial Dividend Reinvestment All cash dividends on a percentage of your Plan and any shares held by you in physical certificate form including book-entry (DRS), which shall be specified by you on the Account Authorization Form will be used to purchase additional shares. You may elect percentages in increments of 10%. If you elect Partial Dividend Reinvestment, you will receive checks from the Company for dividends, when declared and paid, only for those shares not subject to dividend reinvestment. For example, a shareowner has 90 shares registered in his name on the records
of the Company and 10 Plan shares. The shareowner specifies 50% of his total shares subject to dividend reinvestment. All cash dividends on 50 shares (50% of 100 shares) will be used to purchase additional shares for his account under the Plan. He will receive dividend checks or automatic bank deposits from the Company, when declared and paid, only for the 50 shares not subject to dividend reinvestment. You may change your investment option at any time by sending written notice or, if you have authorized automated privileges for your account, by calling Wells Fargo Shareowner Services. Notices must be received on or before a dividend record date to be effective for a particular dividend. Notices received after a dividend record date will not be effective until after that dividend has been paid. Direct Deposit of Dividends You can have your cash dividends not being reinvested transferred directly to your bank for deposit. For electronic direct deposit of dividend funds, contact Wells Fargo to request a Direct Deposit of Dividends Authorization Form, complete and return to Wells Fargo Shareowner Services. Be sure to include a voided check for checking accounts or savings deposit slip. If your stock is jointly owned, all owners must sign the form. 5. PRICE PER SHARE We may pool the funds of participants for the purpose of purchasing shares. The price per share paid by each participant will be the weighted average price of all shares purchased during an investment period, plus any applicable transaction fees. Your account will be credited with the number of Plan shares purchased for you, in whole and fractional shares, computed to three decimal places. 6. INVESTMENT DATES (a) Dividend Reinvestment. Cash dividends will be reinvested on the applicable dividend payment date or, if the dividend payment date is not a business day, the next business day following the dividend payment date. 15
(b) Optional Cash Investments. Optional cash payments will be invested no later than five business days following receipt of the investment funds (except where deferral is necessary under applicable federal or state laws or regulations). 7. AUTOMATED REQUESTS Participants may establish automated privileges for their Plan accounts by calling Wells Fargo Shareowner Services. Once automated privileges have been established, you may handle the following transactions by telephone: (a) Sales. Participants may sell some or all of their Plan shares (if current market value of shares to be sold is $25,000 or less). (b) Certificate Request. Participants may request a certificate for a portion or all of their whole shares held in the Plan (if current market value of shares to be issued is $50,000 or less). (c) Automatic Cash Withdrawal Changes. Participants may change the amount of their Automatic Cash Withdrawal. (d) Automatic Cash Withdrawal Termination. Participants may terminate their Automatic Cash Withdrawal. (e) Reinvestment Changes. Participants may change their reinvestment option (example: change from full reinvestment to partial reinvestment). 8. PLAN SHARES AND STOCK CERTIFICATES We will hold the Plan shares. Stock certificates will be issued to you upon your written request and will be issued only in your name as the participant and sent to your address of record. Neither the Plan shares in your account nor the account itself may be assigned or used as collateral. Shares held in the Plan are not subject to protection under the Securities Investor Protection Act of 1970. 16
9. ACCOUNT STATEMENTS After each purchase or other transaction involving your account, you will receive a statement that includes: (a) The amount of any investment from: (1) cash dividends paid on shares registered in your name, (2) cash dividends paid on whole and fractional Plan shares in your account, and (3) optional cash investments; (b) The date of the transaction; (c) The number and price per share of any Plan shares purchased for your account; (d) The number and price per share of any Plan shares sold for your account; (e) The number of Plan shares withdrawn from or deposited to your account by you; (f) The fees, if any, and brokerage commission for the transaction; (g) The total number of shares held by you, including Plan shares in your account; and (h) A year-to-date summary of transactions in your account. These statements contain information that is required for tax reporting purposes. Therefore, it is important that you keep the statements until Plan shares have been disposed of and all tax obligations have been met. If this information is lost, a written request stating the information required may be sent to us at the address contained in this brochure. We may charge a fee for reports detailing past account information. 10. SHARE TRANSFERS WITHIN PLAN You may transfer Plan shares to a Plan account of another person subject to compliance with any applicable laws. To do this, you must complete a stock power and return to us. 17
18 The signature of the transferring participant on the stock power must be medallion guaranteed by an eligible financial institution. You may obtain a stock power form from us by calling Shareowner Services SM. If the person to whom the shares are transferred is not a participant in the Plan, we will automatically open an account for the person and enroll them in the Plan. 11. GIFTING PLAN SHARES You may gift Medtronic Stock by: (a) Making an initial cash investment to establish an account in the recipient s name. Due to legal restrictions, shares may be transferred to minors if an adult is named as custodian on the account. To do this, complete an Account Authorization Form and submit it to us together with the required initial investment; or (b) Transferring shares from your account to another person. All accounts opened will be automatically enrolled in the Plan. 12. CERTIFICATE DEPOSIT AND PLAN SHARES HELD IN ACCOUNT As a participant in the Plan you may also send your stock certificate(s) to us for credit to your account under the Plan. There is no charge for depositing stock certificates for credit to your account under the Plan. These shares will be held as Plan shares. Because you bear the risk of loss in sending stock certificates, it is recommended that you use registered mail, insuring your certificates for 3% of their current market value. Certificates should not be endorsed. 13. FEDERAL INCOME TAX CONSIDERATIONS All cash dividends, even though reinvested under the Plan, are still treated as income to you for Federal Income Tax purposes for the year in which the dividend was paid.
If you are subject to back-up withholding or are a foreign shareholder, only the net amount of dividends will be invested under the dividend reinvestment option. Statements will reflect the amount of dividends reinvested and tax withheld. You will be provided with a year-end statement (IRS Form 1099-DIV or similar form for non-us shareholders) that you will need to complete your personal tax return. The statement will show the amount of dividends invested for you, any brokerage commissions paid for you, if applicable, and if appropriate, the amount of tax withheld. Please consult your tax advisor for current tax reporting requirements. 14. VOTING OF PLAN SHARES If you have a Plan account, you will receive proxy materials, reports to shareholders, and other materials sent to Medtronic shareholders. The proxy card you receive will represent both the whole and fractional shares in your Plan account, and shares for which you hold certificates that are not in your Plan account. 15. STOCK DIVIDEND OR STOCK SPLIT Any shares distributable to a Plan participant pursuant to a stock dividend or stock split on shares registered in the name of or credited to the account of a Participant under the Plan will be added to the Participant s account. If a participant sends notice of termination or a request to sell to Wells Fargo between the record date and the payable date for a stock distribution, the request will not be processed until the stock distribution is credited to the participant s account. 16. WITHDRAWAL, SALE OF SHARES, OR TERMINATION You may sell or withdraw whole Plan shares or terminate your participation in the Plan by sending a written notice to us. If the market value of the Plan shares is equal to or less than $25,000 and you have authorized automated 19
privileges for your account, you may telephone us. Shares will be sold within five business days, although we are often able to sell daily if there is sufficient volume. Plan shares to be sold may be aggregated with shares of other participants to be sold and the proceeds distributed to each participant based on the average sale price. You will receive a check for the net proceeds (less brokerage commission and transaction fees) from the sale of shares. If you sell or otherwise dispose of all Plan shares registered in your name, dividends on all other shares will continue to be reinvested as you have elected unless you notify us otherwise. (a) Withdrawals. You may withdraw all whole Plan shares and continue to participate in the Plan. Your withdrawal notice to us should specify the number of whole Plan shares to be withdrawn from your account. (b) Sales. Your notice to us should specify the number of Plan shares to be sold. If submitting a request to sell all or part of your Plan shares, and you are requesting net proceeds to be automatically deposited to a bank checking or savings account, you must provide a voided blank check for a checking account or blank savings deposit slip for a savings account. If you are unable to provide a voided check or deposit slip, your written request must have your signature(s) medallion guaranteed by an eligible financial institution for direct deposit. Requests for automatic deposit of sale proceeds that do not provide the required documentation will not be honored and a check for the net proceeds will be issued. Termination from the Plan. Your termination notice should specify whether to: (1) convert your full Plan shares to bookentry (DRS) and a check sent less any service fees and brokerage commissions, for any fractional share. 20
(2) Sell all of your Plan shares. Participants will receive a check or direct deposit less any service fee and brokerage commissions. (3) Issue certificate(s) for any number of full shares, sell the remaining. If no election is made in the request for termination, full Plan shares will be converted to book-entry (DRS) and a check issued for the fractional share. In addition, termination requests of participants making optional cash investments by automatic cash withdrawal must be received by us at least 15 business days prior to the scheduled investment date to ensure that the request is effective for the next cash investment. If you request to transfer all shares in your Plan account between a dividend record date and payable date, your transfer request will be processed; however, your Plan account will not be terminated. You may receive additional dividend reinvestment shares which will require you to submit a written request to transfer the additional shares. If your request to terminate from the plan is received on or after a dividend record date, but before the dividend payment date, your termination will be processed as soon as practicable, and a separate dividend check will be mailed to you. Future dividends will be paid in cash, unless you rejoin the plan. Your participation in the Plan will be terminated if you do not have at least one full share registered in your name or in your Plan account. The share price of Medtronic stock might rise or fall during the period from your request to sell and the ultimate sale, by us, of your shares in the Plan. You should evaluate these possibilities when deciding to sell any shares through the Plan. The price risk will be borne solely by you. 21
17. CHANGES IN THE PLAN The Plan may be amended, modified, changed or terminated, and any shareholder s participation in the Plan may be terminated at any time by giving written notice to the affected participant(s). If the Plan or your participation in the Plan is terminated, all full Plan shares in your account will be converted to book-entry (DRS), or a physical certificate will be distributed to you or sold and the proceeds less any fees and broker commissions sent to you, as directed by you. If written instructions are not received from you, a stock certificate will be issued for the full shares and a check less any fees and broker commissions will be issued for the fractional share. 18. LIMITED RESPONSIBILITY In administering the Plan, neither Medtronic, the Plan Administrator nor the Independent Agent is liable for any good faith act or omission to act, including but not limited to any claim of liability (a) arising out of the failure to terminate a participant s account upon such participant s death prior to receipt of notice in writing of such death, (b) with respect to the prices or times at which shares are purchased or sold, or (c) as to the value of the shares acquired for participants. The Plan Administrator is acting solely as agent of Medtronic and owes no duties, fiduciary or otherwise, to any other person by reason of this Plan, and no implied duties, fiduciary or otherwise, shall be read into this Plan. The Plan Administrator undertakes to perform such duties and only such duties as are expressly set forth herein, to be performed by it, and no implied covenants or obligations shall be read into this Plan against the Plan Administrator or Medtronic. In the absence of negligence or willful misconduct on its part, the Plan Administrator, whether acting directly or through agents or attorneys shall not be liable for any action taken, suffered, or omitted or for any error of judgment 22
made by it in the performance of its duties hereunder. In no event shall the Plan Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit), even if the Plan Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action. The Plan Administrator shall: (i) not be required to and shall make no representations and have no responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; and (ii) not be obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with reasonable indemnity. The Plan Administrator shall not be responsible or liable for any failure or delay in the performance of its obligations under this Plan arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan Administrator shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. Individuals are encouraged to read and understand the provisions of the Plan. All enrollment, investment, and related decisions should be based on your judgment and research. Neither Wells Fargo Shareowner Services nor Medtronic provides any investment advice or recommendations regarding the shares or participation in the Plan. The Plan and its operation are governed by Minnesota Law. 23
19. BROKER/DEALER The Plan Administrator is authorized to choose a broker/dealer, including an affiliated broker/ dealer, at its sole discretion to facilitate purchases and sales of Common Stock by Plan participants. The Plan Administrator will furnish the name of the registered broker/dealer, including any affiliated broker/dealer, utilized in share transactions within a reasonable time upon written request from the participant. 24