8-K - MDT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

Medtronic plc

(Exact Name of Registrant as Specified in its Charter)

Ireland	1-36820	98-1183488
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

Building Two

Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol	Name of each exchange<br><br>on which registered
Ordinary shares, par value $0.0001 per share	MDT	New York Stock Exchange
0.000% Senior Notes due 2025	MDT/25A	New York Stock Exchange
2.625% Senior Notes due 2025	MDT/25B	New York Stock Exchange
1.125% Senior Notes due 2027	MDT/27	New York Stock Exchange
0.375% Senior Notes due 2028	MDT/28	New York Stock Exchange
3.000% Senior Notes due 2028	MDT/28A	New York Stock Exchange
3.650% Senior Notes due 2029	MDT/29	New York Stock Exchange
1.625% Senior Notes due 2031	MDT/31	New York Stock Exchange
1.000% Senior Notes due 2031	MDT/31A	New York Stock Exchange
3.125% Senior Notes due 2031	MDT/31B	New York Stock Exchange
0.750% Senior Notes due 2032	MDT/32	New York Stock Exchange
3.375% Senior Notes due 2034	MDT/34	New York Stock Exchange
3.875% Senior Notes due 2036	MDT/36	New York Stock Exchange
2.250% Senior Notes due 2039	MDT/39A	New York Stock Exchange
1.500% Senior Notes due 2039	MDT/39B	New York Stock Exchange
1.375% Senior Notes due 2040	MDT/40A	New York Stock Exchange
4.150% Senior Notes due 2043	MDT/43A	New York Stock Exchange
1.750% Senior Notes due 2049	MDT/49	New York Stock Exchange
1.625% Senior Notes due 2050	MDT/50	New York Stock Exchange
4.150% Senior Notes due 2053	MDT/53	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.	Entry into a Material Definitive Agreement.

Notes Offering

On September 29, 2025, Medtronic, Inc., an indirect wholly owned subsidiary of Medtronic public limited company (“Medtronic plc”), issued €750,000,000 aggregate principal amount of its 2.950% Senior Notes due 2030 (the “2030 Notes”) and €750,000,000 aggregate principal amount of its 4.200% Senior Notes due 2045 (the “2045 Notes” and together with the 2030 Notes, the “Notes”), in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3 (the “Registration Statement”) (File No. 333-270272) filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2023, and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the offering of the Notes. The Notes are fully and unconditionally guaranteed by Medtronic Global Holdings S.C.A. (“Medtronic Luxco”) and Medtronic plc (the “Guarantees,” and together with the Notes, the “Securities”).

Medtronic, Inc. expects to receive net proceeds from the Offering of approximately €1.49 billion, after deducting the underwriting discount and estimated offering expenses payable by Medtronic, Inc. Medtronic, Inc. expects to use the net proceeds of the Offering to repay Medtronic Luxco’s 0.000% Senior Notes due 2025 and Medtronic Luxco’s 2.625% Senior Notes due 2025.

The Notes have been approved for listing on the New York Stock Exchange.

Indenture and Agency Agreement

The Notes were issued under an indenture dated as of December 10, 2014 (the “Base Indenture”), between Medtronic, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of January 26, 2015, between Medtronic plc and the Trustee, the Third Supplemental Indenture, dated as of January 26, 2015, between Medtronic Luxco and the Trustee, the Fourth Supplemental Indenture, dated as of February 22, 2023, between Medtronic, Inc. and the Trustee, the Fifth Supplemental Indenture, dated as of June 3, 2024, among Medtronic, Inc., Medtronic plc, Medtronic Luxco, the Trustee and U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch), as paying agent (the “Paying Agent”) and the Sixth Supplemental Indenture, dated as of September 29, 2025, among Medtronic, Inc., Medtronic plc, Medtronic Luxco, the Trustee and the Paying Agent and shall be subject to the Agency Agreement dated as of September 29, 2025 (the “Agency Agreement”) among Medtronic, Inc., U.S. Bank Trust Company, National Association, as transfer agent and registrar, and the Paying Agent.

The 2030 Notes will mature on October 15, 2030 and the 2045 Notes will mature on October 15, 2045. The 2030 Notes will bear interest at a rate of 2.950% per annum. The 2045 Notes will bear interest at a rate of 4.200% per annum.

At any time prior to the applicable Par Call Date (as defined below) Medtronic, Inc. will have the right, at its option, to redeem any series of the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and a specified make-whole redemption price, in either case plus accrued and unpaid interest to, but not including, the date of redemption. “Par Call Date” means September 15, 2030 (one month prior to the maturity date of the 2030 Notes), in the case of the 2030 Notes and April 15, 2045 (six months prior to the maturity date of the 2045 Notes), in the case of the 2045 Notes.

In addition, on and after the applicable Par Call Date, Medtronic, Inc. will have the option to redeem any series of the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Notes will be general unsecured senior obligations of Medtronic, Inc. and will rank equally in right of payment with all of Medtronic, Inc.’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that Medtronic, Inc. may incur. The Guarantees will rank equally in right of payment with all of Medtronic plc’s and Medtronic Luxco’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness from time to time outstanding that Medtronic plc or Medtronic Luxco may incur, and be structurally subordinated to all existing and any future obligations of each of Medtronic plc’s subsidiaries (other than Medtronic Luxco and Medtronic, Inc.).

Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency related defaults, Medtronic, Inc.’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

Medtronic plc and its affiliates maintain ordinary banking relationships and credit facilities with the Trustee. In addition, the Trustee is the trustee for certain of Medtronic plc’s affiliates’ other debt securities, and from time to time provides services relating to Medtronic plc’s investment management, stock repurchase and foreign currency hedging programs.

The above description of the Base Indenture and the Sixth Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Sixth Supplemental Indenture. The executed Base Indenture was previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Medtronic, Inc. on December 10, 2014. The executed Sixth Supplemental Indenture is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated herein and into the Registration Statement by reference.

Item 8.01.	Other Events.

On September 29, 2025 (the “Redemption Date”), Medtronic Luxco redeemed all €500,000,000 of its outstanding 2.625% Senior Notes due 2025 (CUSIP Number: 58507L AX7) (the “Redemption Notes”). The Redemption Notes were redeemed at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the Redemption Date. Medtronic Luxco’s obligation to redeem the Redemption Notes was conditioned upon the completion of the issuance and sale of the Notes on or before the Redemption Date.

The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Redemption Notes.

In connection with the Offering, Medtronic plc is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.

Item 9.01.	Exhibits.
Exhibit<br><br>Number	Description
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4.1	Sixth Supplemental Indenture, dated as of September 29, 2025, among Medtronic, Inc., Medtronic plc and Medtronic Global Holdings S.C.A., Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, and U.S. Bank Europe DAC, UK Branch, as paying agent (including the forms of the 2030 Notes and the 2045 Notes).
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, U.S. counsel to Medtronic plc, Medtronic Global Holdings S.C.A. and Medtronic, Inc.
5.2	Opinion of A&L Goodbody, Irish counsel to Medtronic plc.
5.3	Opinion of CM Law, Luxembourg counsel to Medtronic Global Holdings S.C.A.
5.4	Opinion of Nicholas G. Benjamin, Assistant Secretary of Medtronic, Inc.
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
23.2	Consent of A&L Goodbody (included in Exhibit 5.2).
23.3	Consent of CM Law (included in Exhibit 5.3).
23.4	Consent of Nicholas G. Benjamin, Assistant Secretary of Medtronic, Inc. (included in Exhibit 5.4).
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDTRONIC PUBLIC LIMITED COMPANY
	By	/s/ Thierry Piéton
Date: September 29, 2025		Thierry Piéton
		Executive Vice President and Chief Financial Officer

EX-4.1

Exhibit 4.1

MEDTRONIC, INC.

asIssuer,

MEDTRONIC PUBLIC LIMITED COMPANY

and MEDTRONIC GLOBAL HOLDINGS S.C.A.

as Guarantors,

COMPUTERSHARE TRUST COMPANY, N.A. as successor to

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee,

and

U.S. BANK EUROPE DAC, UK BRANCH,

as Paying Agent

SIXTHSUPPLEMENTAL INDENTURE

Dated as of September 29, 2025

TO THE INDENTURE

Dated as of December 10, 2014

Relating to

€750,000,0002.950% Senior Notes due 2030

€750,000,000 4.200% Senior Notes due 2045

SIXTH SUPPLEMENTAL INDENTURE, dated as of September 29, 2025 (the “SixthSupplemental Indenture”), to the Indenture dated as of December 10, 2014 (the “Base Indenture”), between Medtronic, Inc., a Minnesota corporation (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of January 26, 2015, between Medtronic plc, a public limited company incorporated under the laws of Ireland (“Parent”), and the Trustee (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of January 26, 2015, between Medtronic Global Holdings S.C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) (“Medtronic Luxco” and together with Parent, the “Guarantors”), and the Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of February 22, 2023, between the Company and the Trustee (the “Fourth Supplemental Indenture”), and the Fifth Supplemental Indenture, dated as of June 3, 2024, among the Company, Parent, Medtronic Luxco, the Trustee and U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch) (“U.S. Bank UK DAC”), as paying agent (the “Fifth Supplemental Indenture”), among the Company, Parent, Medtronic Luxco, the Trustee and U.S. Bank UK DAC, as paying agent.

RECITALS:

WHEREAS, the Company and the Guarantors, as applicable, executed and delivered to the Trustee the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, providing for the issuance from time to time of the Company’s debentures, notes or other evidences of indebtedness (herein and therein called the “Securities”), to be issued in one or more series as provided in the Base Indenture;

WHEREAS, Section 9.01 of the Base Indenture permits the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form and terms of any series of Securities;

WHEREAS, Section 2.01 of the Base Indenture permits the form of Securities of any series to be established in an indenture supplemental to the Base Indenture;

WHEREAS, Section 3.01 of the Base Indenture permits certain terms of any series of Securities to be established pursuant to an indenture supplemental to the Base Indenture;

WHEREAS, pursuant to Sections 2.01 and 3.01 of the Base Indenture, the Company desires to provide for the establishment of two new series of its Securities to be known as its 2.950% Senior Notes due 2030 (the “2030 Notes”) and 4.200% Senior Notes due 2045 (the “2045 Notes” and, together with the 2030 Notes, the “Notes”), to be fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, Fifth Supplemental Indenture and this Sixth Supplemental Indenture;

WHEREAS, the Company has requested that the Trustee and the Paying Agent execute and deliver this Sixth Supplemental Indenture, and all requirements necessary to make this Sixth Supplemental Indenture a valid instrument in accordance with its terms, to make the Notes, when executed by the Company and authenticated by and delivered to the Trustee, the valid and legally binding obligations of the Company, to make the Guarantees, when executed by the Guarantors, the valid and legally binding obligations of the Guarantors, and all acts and things necessary have been done and performed to make this Sixth Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Sixth Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Relation to Base Indenture. This Sixth Supplemental Indenture constitutes a part of the Base Indenture in respect of the Notes but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series of Securities or modify, amend or otherwise affect in any manner the terms and conditions of the Securities of any other series.

Section 1.02 Definitions. For all purposes of this Sixth Supplemental Indenture, the capitalized terms used herein (i) which are defined in this Section 1.02 have the respective meanings assigned hereto in this Section 1.02 and (ii) which are defined in the Base Indenture (and which are not defined in this Section 1.02) have the respective meanings assigned thereto in the Base Indenture.

(a) For all purposes of this Sixth Supplemental Indenture:

(i) Unless the context otherwise requires, any reference to an Article or Section refers to an Article or Section, as the case may be, of this Sixth Supplemental Indenture;

(ii) The words “herein,” “hereof” and “hereunder” and words of similar import refer to this Sixth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and

(iii) The terms defined in this Section 1.02(a)(iii) have the meanings assigned to them in this Section and include the plural as well as the singular:

“2030 Notes” has the meaning provided in the recitals.

“2045 Notes” has the meaning provided in the recitals.

“Additional Amounts” has the meaning set forth in Section 3.03.

“Base Indenture” has the meaning provided in the preamble.

“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New York or London are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system, or any successor or replacement thereto, is open.

“CBOI” has the meaning set forth in Section 4.12.

“Clearstream” means Clearstream Banking, société anonyme.

“Code” has the meaning set forth in Section 3.03(a)(iv).

“Common Depositary” has the meaning set forth in Section 2.01(b)(iii).

“Company” has the meaning provided in the preamble.

“Euro” and “€” means the single currency introduced at the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended.

“Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System.

“FCA” has the meaning set forth in Section 4.12.

“Fifth Supplemental Indenture” has the meaning provided in the preamble.

“Fourth Supplemental Indenture” has the meaning provided in the preamble.

“Guarantor” has the meaning provided in the preamble.

“Interest Payment Date” has the meaning set forth in Section 2.01(d).

“Medtronic Luxco” has the meaning provided in the preamble.

“Notes” has the meaning provided in the recitals.

“Parent” has the meaning provided in the preamble.

“Paying Agent” has the meaning set forth in Section 2.01(b)(iv).

“PRA” has the meaning set forth in Section 4.12.

“Second Supplemental Indenture” has the meaning provided in the preamble.

“Securities” has the meaning provided in the recitals.

“Sixth Supplemental Indenture” has the meaning provided in the preamble.

“Taxes” has the meaning set forth in Section 3.03.

“Taxing Jurisdiction” has the meaning set forth in Section 3.02.

“Third Supplemental Indenture” has the meaning provided in the preamble.

“Trustee” has the meaning provided in the preamble.

“U.S. Dollar” means the lawful currency of the United States of America.

ARTICLE 2

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.01 Terms of Notes. Pursuant to Sections 2.01 and 3.01 of the Base Indenture, there is hereby established two series of Securities, the terms of which shall be as follows:

(a) Designation and Principal Amount. The 2030 Notes and the 2045 Notes are hereby authorized, each unlimited in aggregate principal amount. The 2030 Notes and the 2045 Notes issued on the date hereof pursuant to the terms of this Indenture shall be in an aggregate principal amount of €750,000,000 and €750,000,000, respectively, which amounts shall be set forth in the written order of the Company for the authentication and delivery of the Notes pursuant to Section 3.03 of the Base Indenture. In addition, the Company may, from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional Notes of any series ranking equally and ratably with the Notes of such series issued on the date hereof in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such additional Notes or except for the first payment of interest following the issue date of such additional Notes), so that such additional Notes shall be consolidated and form a single series with such series of Notes issued on the date hereof and shall have the same terms as to status, redemption or otherwise as such series of Notes issued on the date hereof; provided, that if any such additional Notes are not fungible with the Notes of such series initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP/ISIN number.

(b) Form and Payment.

(i) The Notes shall be issued as global notes, only in fully registered book-entry form, without coupons, in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

(ii) Payments of principal, premium, if any, and/or interest, if any, on the global notes representing the Notes shall be made to the Paying Agent which in turn shall make payment to Euroclear and Clearstream as the Depositary with respect to the Notes of such series or its nominee.

(iii) The global notes representing the Notes shall be deposited with, or on behalf of, U.S. Bank Europe DAC, as the common depositary for Euroclear and Clearstream (the “Common Depositary”), and shall be registered, at the request of the Common Depositary, in the name of the nominee of the Common Depositary, for Euroclear and Clearstream.

(iv) The Company initially appoints U.S. Bank Trust Company National Association as Security Registrar with respect to the Notes pursuant to Section 3.05 of the Base Indenture until such time as the Security Registrar has resigned or a successor has been appointed. U.S. Bank UK DAC shall initially act as paying agent (the “Paying Agent”) for the Notes. The Company may appoint and change the Paying Agent without prior notice to the Holders.

(c) Maturity Date. The principal amount of the 2030 Notes shall be payable on October 15, 2030 and the principal amount of the 2045 Notes shall be payable on October 15, 2045.

(d) Interest. Interest on the Notes shall accrue at the rate of 2.950% per annum for the 2030 Notes and 4.200% per annum for the 2045 Notes. Interest on the Notes shall be payable annually in arrears on October 15, commencing on October 15, 2025 (each such date, an “Interest Payment Date”), to the Holders in whose names the respective Notes are registered at the close of business on the Business Day (which shall for purposes of this Section 2.01(d) include only days on which Clearstream and Euroclear are open for business) immediately preceding the applicable Interest Payment Date. Interest on the Notes shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or September 29, 2025, if no interest has been paid on the applicable series of Notes), to, but excluding, the next scheduled Interest Payment Date (ACTUAL/ACTUAL (ICMA). If any Interest Payment Date (other than a maturity date or redemption date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next date that is a Business Day and no interest will accrue on the amounts payable from and after such Interest Payment Date to the next Business Day. If the maturity date or redemption date of any series of Notes would fall on a day that is not a Business Day, then the related payment of principal, premium, if any, and interest, if any, shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue on the amounts so payable for the period from and after such date to the next Business Day.

(e) Issuance in Euro.

(i) Principal, including any payments made upon any redemption or repurchase of the Notes, premium, if any, and interest payments, if any, in respect of the Notes will be payable in Euros.

(ii) Distributions of principal, premium, if any, and interest, if any, with respect to any Global Security will be credited in euros to the extent received by Euroclear or Clearstream from the Paying Agent to the cash accounts of Euroclear or Clearstream customers in accordance with the relevant system’s rules and procedures.

(iii) If on or after the date hereof, the Euro is unavailable to the Company or, in the case of the Guarantees, Parent or Medtronic Luxco, due to the imposition of exchange controls or other circumstances beyond the Company’s, Parent’s or Medtronic Luxco’s control or if the Euro is no longer being used by the then member states of the European Economic and Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. Dollars until the Euro is again available to the Company or, in the case of the Guarantees, Parent or Medtronic Luxco, or so used. In such circumstances, the amount payable on any date in Euro will be converted by the Company into U.S. Dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant Interest Payment Date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. Dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with this Section 2.01(e).

(f) Other Terms. The Notes shall be unsecured senior indebtedness of the Company and shall rank equally and ratably in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness outstanding from time to time. The Notes shall not be convertible into, or exchangeable for, any other securities of the Company, except that the Notes shall be exchangeable for other Notes to the extent provided for in the Base Indenture.

ARTICLE 3

REDEMPTION OF THE NOTES

Section 3.01 Optional Redemption. (a) The Company may redeem any series of the 2030 Notes and the 2045 Notes, at any time prior to the applicable Par Call Date, at a Redemption Price equal to the greater of:

(i) 100% of the principal amount of the Notes to be 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 Notes of such series to be redeemed (excluding any portion of such payments of interest accrued as of the Redemption Date and assuming that such Notes 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, in the case of the 2030 Notes and 20 basis points, in the case of the 2045 Notes;

plus, in each case, accrued and unpaid interest, if any, to, but not including, the Redemption Date.

(b) At any time on and after the applicable Par Call Date, the Company may redeem each series of the 2030 Notes and the 2045 Notes at the Company’s option, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable Redemption Date.

(c) Notwithstanding anything to the contrary in the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or the Fifth Supplemental Indenture, in the case of any redemption at the election of the Company, the Company shall, at least 10 days prior to the date on which the Company mails the notice of redemption to each holder (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and the Paying Agent of the applicable Redemption Date, of the principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed.

(d) Notwithstanding anything to the contrary in the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or the Fifth Supplemental Indenture, (i) notice of redemption shall be delivered not less than 10 nor more than 60 days prior to the applicable Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Security Register and (ii) an Officers’ Certificate specifying the actual redemption price shall be sent to the Trustee no later than two Business Days prior to the Redemption Date. A notice of redemption may, at the discretion of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date (including as it may be postponed).

(e) Notes may be redeemed in part in the minimum authorized denomination or in any integral multiple of such amount.

(f) For purposes of this Section 3.01, the following definitions are applicable:

“Comparable Bond Rate” means, for any Redemption Date, the rate per annum equal to the annual equivalent yield to maturity or interpolated yield to maturity (on a day count basis), computed as of the third Business Day immediately preceding that Redemption Date, of the Comparable Government Issue, assuming a price for the Comparable Government Issue (expressed as a percentage of its principal amount) equal to the Comparable Price for such Redemption Date.

“Comparable GovernmentIssue” means the euro-denominated security issued by the German federal government selected by a Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming that such Notes matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed.

“Comparable Price” means, with respect to any Redemption Date, (i) the average of the Reference Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Dealer Quotations, (ii) if the Company obtains fewer than four Reference Dealer Quotations, the arithmetic average of all those Reference Dealer Quotations or (iii) if the Company obtains only one Reference Dealer Quotation, such Reference Dealer Quotation.

“Par Call Date” means in the case of the 2030 Notes, September 15, 2030; and in the case of the 2045 Notes, April 15, 2045.

“Quotation Agent” means the Reference Dealer appointed by the Company.

“Reference Dealer” means (i) each of Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a broker or dealer of, and/or a market maker in, German government bonds (a “Primary Bond Dealer”), the Company shall substitute another Primary Bond Dealer and (ii) any other Primary Bond Dealers selected by the Company.

“Reference DealerQuotations” means, with respect to each Reference Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Government Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Dealer at 11:00 a.m., London time, on the third Business Day preceding such Redemption Date.

“Remaining Scheduled Payments” means, with respect to each of the Notes to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption (assuming that the Notes to be redeemed matured on the applicable Par Call Date); provided, however, that if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

Section 3.02 Redemption upon Changes in Withholding Taxes. Unless otherwise provided pursuant to Section 3.01 of the Base Indenture, the Notes may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and Additional Amounts, if any, if as a result of any amendment to, or change in, the laws, regulations, rulings or treaties of the United States, Ireland, Luxembourg or other jurisdiction in which the Company or any Guarantor or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or any Guarantor, into which the Company or such Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or such Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “TaxingJurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action, change or holding is with respect to the Company or a Guarantor), which amendment or change is announced or becomes effective on or after the date the Notes are issued, the Company or such Guarantor has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to

such Notes, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Company or such Guarantor, as the case may be, not including substitution of the obligor on the Notes; provided, however, that no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or any Guarantor, as the case may be, would be obligated, or there is a material probability the Company or Guarantor would otherwise be obligated, to pay such Additional Amount. Prior to the publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this Section 3.02, the Company shall deliver to the Trustee (i)(A) an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) an Officer’s Certificate of the applicable Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by such Guarantor taking commercially reasonable measures available to it, as the case may be, as described above, and (ii) a written opinion of independent tax counsel to the Company or the applicable Guarantor, as the case may be, of recognized standing to the effect that the Company or the applicable Guarantor, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Company or the applicable Guarantor, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it as described above.

Section 3.03 Payment of Additional Amounts. All payments made by the Company or any Guarantor under or with respect to the Notes and the Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction (“Taxes”), unless the Company or any Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that the Company or any Guarantor is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Notes or the Guarantees, as the case may be, the Company or the applicable Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of the Notes (including Additional Amounts) after such withholding or deduction will equal the amount that such Holder would have received if such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment to a holder of Securities or a holder of beneficial interests in Global Securities where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for any reason other than such holder’s mere ownership of the Securities or for or on account of:

(a) any Taxes that are imposed or withheld solely because such holder (or the beneficial owner for whose benefit such holder holds such Securities) or a fiduciary, settlor, beneficiary, member, shareholder or other equity owner of, or possessor of a power over, such holder (or beneficial owner) if such holder (or beneficial owner) is an estate, trust, partnership, limited liability company, corporation or other entity that:

(i) is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the Taxing Jurisdiction or has or had a permanent establishment in the Taxing Jurisdiction (in each case, other than the mere fact of ownership of such Securities, without another presence or business in such Taxing Jurisdiction);

(ii) has or had any present or former connection (other than the mere fact of ownership of such Securities) with the Taxing Jurisdiction imposing such Taxes, including being or having been a national citizen or resident thereof, being treated as being or having been a resident thereof or being or having been physically present therein;

(iii) with respect to any withholding Taxes imposed by the United States, is or was with respect to the United States a personal holding company, a passive foreign investment company, a controlled foreign corporation, a foreign private foundation or other foreign tax exempt organization or corporation that has accumulated earnings to avoid United States federal income tax;

(iv) actually or constructively owns or owned 10% or more of the total combined voting power of all classes of stock of the Company or the applicable Guarantor within the meaning of Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”); or

(v) is or was a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3) of the Code.

(b) any estate, inheritance, gift, sales, transfer, excise, personal property or similar Taxes imposed with respect to the Notes, except as otherwise provided herein;

(c) any Taxes imposed solely as a result of the presentation of the Notes (where presentation is required) for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to the payment of Additional Amounts had the Securities been presented for payment on any date during such 15-day period;

(d) any Taxes imposed or withheld solely as a result of the failure of such holder or any other person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such holder, if such compliance is required by statute, regulation, ruling or administrative practice of the relevant Taxing Jurisdiction or by any applicable tax treaty to which the relevant Taxing Jurisdiction is a party as a precondition to relief or exemption from such Taxes;

(e) with respect to withholding Taxes imposed by the United States, any such Taxes imposed by reason of the failure of such holder to fulfill the statement requirements of Sections 871(h) or 881(c) of the Code;

(f) any Taxes that are payable by any method other than withholding or deduction by the Company or a Guarantor or any paying agent from payments in respect of such Notes;

(g) any Taxes required to be withheld by any paying agent from any payment in respect of any Notes if such payment can be made without such withholding by at least one other paying agent;

(h) any withholding or deduction for Taxes which would not have been imposed if the relevant Notes had been presented to another paying agent in a country that is a member of the European Union as of the date of this Sixth Supplemental Indenture;

(i) any withholding or deduction required pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, any intergovernmental agreement, or any law, rule, guidance or administrative practice implementing an intergovernmental agreement entered into in connection with such sections of the Code; or

(j) any combination of Section 3.03(a), (b), (c), (d), (e), (f), (g), (h) or (i).

Additional Amounts also will not be payable to any Holder or the holder of a beneficial interest in a Global Security that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, or to such holder that is not the sole Holder or holder of such beneficial interests of such Security, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.

The Company or the applicable Guarantor, as the case may be, will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Jurisdiction in accordance with all applicable laws. The Company or the applicable Guarantor, as the case may be, will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Company or the applicable Guarantor, as the case may be, will, upon request, make available to the holders of the Notes, within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the applicable Guarantor or if, notwithstanding the Company’s or the applicable Guarantor’s efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by the Company or the applicable Guarantor.

At least 30 days prior to each date on which any payment under or with respect to the Notes or the Guarantees is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the applicable Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information as is necessary to enable such Trustee to pay such Additional Amounts to holders of Securities on the payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts, or with respect to the nature, extent, or calculation of the amount of Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in Luxembourg or the United States or any political subdivision or taxing authority of or in the foregoing in respect of the creation, issue, offering, enforcement, redemption or retirement of the Notes.

The provisions of Sections 3.02 and 3.03 shall survive any termination of the discharge of this Sixth Supplemental Indenture and shall apply mutatis mutandis to any jurisdiction in which the Company or a Guarantor or any successor Person to the Company or a Guarantor, as the case may be, is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein; provided, however, the date on which the Company or the applicable Guarantor changes its jurisdiction in which it is organized or such Person becomes a successor to the Company or the applicable Guarantor, as the case may be, shall be substituted for the date on which the series of Notes was issued.

Whenever in this Sixth Supplemental Indenture, the Notes or the Guarantees there is mentioned, in any context, the payment of principal and premium, if any, redemption price, interest or any other amount payable under or with respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

ARTICLE 4

MISCELLANEOUS

Section 4.01 Covenant Defeasance. Article 13 of the Base Indenture shall be applicable to the Notes.

Section 4.02 Form of Notes. (a) The Notes and the Trustee’s certificates of authentication to be endorsed thereon are to be substantially in the forms of Exhibits A through D attached hereto, which forms are hereby incorporated in and made a part of this Sixth Supplemental Indenture.

(b) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Sixth Supplemental Indenture, and the Company, the Trustee and the Paying Agent, by their execution and delivery of this Sixth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Section 4.03 Ratification of Base Indenture. The Base Indenture, as supplemented by the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and this Sixth Supplemental Indenture, is in all respects ratified and confirmed, and this Sixth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 4.04 Trust Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through Section 317 of the Trust Indenture Act of 1939, the imposed duties shall control.

Section 4.05 Listing. Upon listing of the Notes of a series on the New York Stock Exchange, the Company will use commercially reasonable efforts to maintain such listing and satisfy the requirements for such continued listing as long as the Notes of such series are outstanding.

Section 4.06 Conflict with Indenture. To the extent not expressly amended or modified by this Sixth Supplemental Indenture, the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture shall remain in full force and effect. If any provision of this Sixth Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or the Fifth Supplemental Indenture, the provision of this Sixth Supplemental Indenture shall control.

Section 4.07 Governing Law. THIS SIXTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.

Section 4.08 Service of Process. The Company and each Guarantor appoints Corporation Service Company, with offices at 80 State Street, Albany, New York 12207-2543, United States, as its agent to receive service of process or other legal summons for purposes of any suit, action or proceeding based on or arising out of or relating to this Sixth Supplemental Indenture or any Notes or Guarantees.

Section 4.09 Successors. All agreements of the Company and the Guarantor in the Base Indenture, this Sixth Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in the Base Indenture and this Sixth Supplemental Indenture shall bind its successors.

Section 4.10 Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Sixth Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 4.11 Trustee Disclaimer. The Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those of the Company and the Guarantors and not the Trustee.

Section 4.12 Contractual Recognition of Bail-In.

(a) The Paying Agent is authorized and regulated by the Central Bank of Ireland (“CBOI”). It is additionally authorized by the UK Prudential Regulation Authority (“PRA”) and its activities in the UK are subject to limited regulation by the UK Financial Conduct Authority (“FCA”) and the PRA.

(b) In connection with the worldwide effort against the funding of terrorism and money laundering activities, the Paying Agent may be required under various national laws and regulations to which they are subject to obtain, verify and record information that identifies each person who opens an account with it. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Paying Agent shall be entitled to ask for documentation to verify such entity’s formation and legal existence as well as financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

(c) The parties to this Indenture acknowledge and agree that the obligations of the Paying Agent under this Indenture are limited by and subject to compliance by them with EU and U.S. Federal anti-money laundering statutes and regulations. If the Paying Agent or any of their directors know or suspect that a payment is the proceeds of criminal conduct, such person is required to report such information pursuant to the applicable authorities and such report shall not be treated as a breach by such person of any confidentiality covenant or other restriction imposed on such person under this Indenture, by law or otherwise on the disclosure of information. The Paying Agent shall be indemnified and held harmless by the Issuer from and against all losses suffered by them that may arise as a result of the Paying Agent being prevented from fulfilling their obligations hereunder due to the extent doing so would not be consistent with applicable statutory anti-money laundering requirements.

(d) Notwithstanding anything to the contrary in this Indenture or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of the Paying Agent arising under this Indenture or any such other document, to the extent such liability is unsecured or not otherwise exempted, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto; and

(ii) the effects of any Bail-in Action on any such liability, including, if applicable:

(1) a reduction in full or in part or cancellation of any such liability;

(2) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such party, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Indenture or any other agreement; or

(3) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any Resolution Authority.

(e) For the purposes of this Section 4.12 the following terms shall have the following meanings:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority to exercise any Write-down and Conversion Powers.

“Write-Down and Conversion Powers” means,

(i) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(ii) any powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and any similar or analogous powers under that Bail-In Legislation.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the day and year first above written.

MEDTRONIC, INC.
By:	/s/ Thierry Piéton
	Name:	Thierry Piéton
	Title:	Executive Vice President and Chief Financial Officer
Attest:
---	---
By:	/s/ Sheila Quintus
	Name: Sheila Quintus
	Title: Vice President & Treasurer