(REVERSE OF SECURITY)
MEDTRONIC GLOBAL HOLDINGS S.C.A.
0.25% Senior Note Due 2025
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of March 28, 2017 (the Base Indenture), among the Company, Medtronic Public Limited Company, a public limited company incorporated under the laws of Ireland (Medtronic plc), Medtronic, Inc., a Minnesota corporation (Medtronic, Inc.), and Wells Fargo Bank, National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture (as defined below)), and as amended and supplemented by the Third Supplemental Indenture, dated as of July 2, 2019 (the Third Supplemental Indenture and, together with the Base Indenture, the Indenture), among the Company, Medtronic plc, Medtronic, Inc., the Trustee and Elavon Financial Services DAC, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to 1,000,000,000. The Company may at any time issue additional Securities under the Indenture in unlimited amounts having the same terms as the Securities; provided that no additional Securities may be issued if an Event of Default has occurred and is continuing with respect to the Securities.
The Securities of this series may be redeemed at any time prior to their maturity, as a whole or in part, at the option of the Company, upon mailing notice of such redemption not less than 15 and not more than 60 days prior to the applicable Redemption Date to the Holders of such Securities, at a Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Securities being redeemed; and
(ii) the sum, as determined by a Quotation Agent, of the present values of the Remaining Scheduled Payments of principal and interest on the Securities to be redeemed (excluding any portion of such payments of interest accrued as of the Redemption Date and assuming that such Securities matured on the applicable Par Call Date), discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Bond Rate, plus 15 basis points;
plus, in each case, accrued and unpaid interest to, but not including, the Redemption Date.
In addition, at any time on and after the applicable Par Call Date, the Securities are redeemable at the Companys option, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.