| 1 | To adopt the plan of merger contained in the Transaction Agreement, and approve the revised memorandum and articles of association of New Medtronic | For |
| 2 | To approve the reduction of the share premium account of Medtronic Holdings Limited to allow for the creation of distributable reserves of Medtronic Holdings Limited | For |
| 3 | To approve, on a non-binding advisory basis, specified compensatory arrangements between Medtronic, Inc. and its named executive officers relating to the transaction. | For |
| 4 | To approve any motion to adjourn the Medtronic, Inc. special meeting to another time or place if necessary or appropriate to solicit additional proxies | Oppose |
