On January 26, 2015, pursuant to the transaction agreement, dated as of June 15, 2014, among Medtronic Inc., Covidien public limited company, Kalani I Limited (now known as Medtronic plc, a public limited company organized under the laws of Ireland (New Medtronic)), Makani II Limited (IrSub), Aviation Acquisition Co. Inc. and Aviation Merger Sub, LLC, (a) New Medtronic and IrSub acquired Covidien (the Acquisition) pursuant to a scheme of arrangement (the Scheme) under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 and (b) MergerSub merged with and into Medtronic, with Medtronic as the surviving corporation in the merger (the Merger and, together with the Acquisition, the Transactions). Following the consummation of the Transactions, each of Medtronic and Covidien became subsidiaries of New Medtronic. New Medtronic Directors: A number of directors were appointed to the Board of Directors of New Medtronic (the New Medtronic Board) effective as of January 26, 2015 at a meeting of the New Medtronic Board on January 22, 2015 by the then-existing members of the New Medtronic Board: Richard H. Anderson, lead director, age 59, had been a director of Medtronic since 2002 until the consummation of the Transactions. Mr. Anderson has been Chief Executive Officer of Delta Air Lines Inc., a commercial airline, since 2007; Craig Arnold, age 54, had been a director of Covidien since 2007 until the consummation of the Transactions. Mr. Arnold is the Vice Chairman and Chief Operating Officer, Industrial Sector of Eaton Corporation; Scott C. Donnelly, age 53, had been a director of Medtronic since 2013 until the consummation of the Transactions. Mr. Donnelly is Chairman, President and Chief Executive Officer of Textron Inc.; Randall J. Hogan, III, age 59, had been a director of Covidien since 2007 until the consummation of the Transactions. Mr. Hogan has served as Chief Executive Officer of Pentair Inc.; Omar Ishrak, age 59, had been a director of Medtronic since 2011 until the consummation of the Transactions. Mr. Ishrak has been Chairman and Chief Executive Officer of Medtronic since 2011; Shirley Ann Jackson, Ph.D., age 68, had been a director of Medtronic since 2002 until the consummation of the Transactions. Dr. Jackson has been President of Rensselaer Polytechnic Institute, a technological research university, since 1999; Michael O. Leavitt, age 63, had been a director of Medtronic since 2011 until the consummation of the Transactions. Governor Leavitt has been founder and Chairman of Leavitt Partners, a healthcare and food safety consulting firm, since 2009; James T. Lenehan, age 66, had been a director of Medtronic since 2007 until the consummation of the Transactions. Mr. Lenehan served as President of Johnson & Johnson, from 2002 until 2004 when he retired after 28 years of service to Johnson & Johnson; Elizabeth G. Nabel, M.D., age 62, had been a director of Medtronic since September 16, 2014 until the consummation of the Transactions. Dr. Nabel has been President of Brigham & Women's Hospital since 2010; Denise M. O'Leary, age 57, had been a director of Medtronic since 2000 until the consummation of the Transactions. Ms. O'Leary has been a private venture capital investor in a variety of early stage companies since 1996; Kendall J. Powell, age 60, had been a director of Medtronic since 2007 until the consummation of the Transactions. Mr. Powell has been Chairman of General Mills Inc., an international producer, marketer and distributor of cereals, snacks and processed foods, since 2008 and Chief Executive Officer of General Mills Inc. since 2007; Robert C. Pozen, age 68, had been a director of Medtronic since 2004 until the consummation of the Transactions. Mr. Pozen was Chairman of MFS Investment Management and a director of MFS Mutual Funds from 2004 until 2011; Preetha Reddy, age 57, had been a director of Medtronic since 2012 until the consummation of the Transactions. Ms. Reddy has been Managing Director of Apollo Hospitals Enterprise Limited, a specialized hospital system in India and a division of The Apollo Group, since 1993. Effective January 26, 2015, Omar Ishrak was elected Chairman of the Board of Directors and the committees of the New Medtronic Board were constituted as: Audit Committee: Shirley Ann Jackson, Ph.D. (Chair); Scott C. Donnelly; Randall J. Hogan, III; Kendall J. Powell; and Robert C. Pozen; Compensation Committee: Kendall J. Powell (Chair); Richard H. Anderson; Craig Arnold; Scott C. Donnelly; and Denise M. O'Leary; Finance Committee: Robert C. Pozen (Chair); Randall J. Hogan, III; Michael O. Leavitt; James T. Lenehan; Denise M. O'Leary; and Preetha Reddy; Nominating and Corporate Governance Committee: Richard H. Anderson (Chair); Craig Arnold; Shirley Ann Jackson, Ph.D.; Elizabeth Nabel, M.D.; and Kendall J. Powell. On January 22, 2015, Peter Walsh, Anthony McQuillan and Gerard Kilcommins resigned from the New Medtronic Board and appointed Jacinta Lambert and Alma Curran as directors of New Medtronic. Ms. Lambert and Ms. Curran resigned from the New Medtronic Board effective January 26, 2015. Jacinta Lambert, age 46, has been Director of Finance of Covidien since 2009. Alma Curran, age 31, has been Government Affairs Manager for Europe of Covidien since 2010. Prior to joining Covidien, Ms. Curran was employed by the Irish Parliament. New Medtronic Officers: Additionally, the following persons became officers of New Medtronic on January 26, 2015, effective immediately: Mr. Ishrak was appointed Chief Executive Officer, in addition to his appointment to the New Medtronic Board; Gary L. Ellis, age 57, was appointed Executive Vice President and Chief Financial Officer. Mr. Ellis has been Executive Vice President and Chief Financial Officer of Medtronic since April 2014. Prior to that, he was Senior Vice President and Chief Financial Officer from May 2005 to April 2014; Vice President, Corporate Controller and Treasurer from October 1999 to May 2005 and Vice President and Corporate Controller from August 1994 to October 1999.

On January 26, 2015, in connection with the consummation of the Transactions, New Medtronic received its Certificate of Incorporation on re-registration as a public limited company from the Companies Registration Office, Ireland in connection with its re-registration as a public limited company organized under the laws of Ireland, pursuant to which its name was changed from Medtronic Limited to Medtronic plc.