(Medtronic Public Limited Company)
(20 on Hatch, Lower Hatch Street, Dublin 2, Ireland)
【代理人の氏名又は名称】 弁護士 柴 田 弘 典
【代理人の住所又は所在地】 東京都千代田区大手町一丁目1番1号 大手町パークビルディング
【事務連絡者氏名】 弁護士 乙 黒 亮 祐
弁護士 大 山 豪 気
【連絡場所】 東京都千代田区大手町一丁目1番1号 大手町パークビルディング
1.··········· Unless otherwise specified in this document, following terms will have the following meanings:
"Medtronic" or the "Company" : Medtronic Public Limited Company and, when the context so requires or
permits, includes its subsidiaries.
(1) Name, title and date of birth of the previous and new representative:
Name: Omar Ishrak
Title: Chairman and Chief Executive Officer
Name: Geoffrey S. Martha
Title: President and Chief Executed Officer
(2) Date of appointment:
The decision of the Board of Directors (the "Board") of the Company was made on August 23,
(Note) On August 23, 2019, the Board approved the appointment of Geoffrey S. Martha as the
Company's new President, and related personnel changes, as well as the increase in the
number of members of the Board from eleven (11) to twelve (12) and the appointment of
Geoffrey S. Martha as a director of the Company, all effective November 1, 2019.
Effective April 26, 2020, Omar Ishrak, currently Chairman and Chief Executive Officer,
will retire as Chief Executive Officer of the Company. On April 27, 2020, Geoffrey S.
Martha will become Chief Executive Officer of the Company .
(3) Number of company shares owned by the previous and new representative:
As at August 23, 2019, Omar Ishrak held 2,031,847 shares of the Company. (Note 1) (Note 2)
As at August 23, 2019, Geoffrey S. Martha held 388,793 shares of the Company. (Note 2)
(Note 1) Includes indirect holdings of Omar Ishrak of 7,615 shares held by GRAT 2017 and 10,000
shares held by GRAT 2018.
(Note 2) Amounts include the shares which are not currently outstanding but are deemed
beneficially owned because of the right to acquire shares pursuant to options exercisable
or RSUs vesting and payable within 60 days of the December 6, 2019 Annual General
Meeting, and the right to receive shares for deferred stock units within 60 days of the
December 6, 2019 Annual General Meeting upon a director's resignation.
(4) Career summary of the new representative:
Martha joined Medtronic in 2011 and became Executive Vice President ("EVP") and President
of Medtronic's Restorative Therapies Group ("RTG"), with more than $8 billion in annual
revenues and more than 14,000 employees, in 2015. Martha has responsibility for RTG's four
divisions which include Brain Therapies, Pain Therapies, Specialty Therapies and Spine. The
division's products and therapies include spinal and orthopedic implants, surgical navigation
systems, robotic surgery systems, deep brain stimulation systems, drug infusion systems and
stimulators to reduce chronic pain, and interventional devices to treat ischemic stroke.
Under his leadership, Martha directed the reorganization of RTG around key therapy areas and
returned the Group to meaningful, consistent growth through innovation, including the
introduction of new products, leveraging the Group's products and services into integrated
portfolios and executing impactful acquisitions and partnerships. During his time as President
of RTG, Martha has revitalized its businesses, turning in a record performance in fiscal year
2019 with more than $8 billion in revenues, growing RTG at six percent. In fiscal year 2019,
RTG posted quarterly revenues averaging more than $2 billion per quarter - the most in its
Prior to his current role, Martha was head of Medtronic Corporate Strategy and Business
Development, where he led the company's 2014 acquisition of Covidien, the largest acquisition
in the history of the medical technology industry. In July 2014, he was named the Chief
Integration Officer for the integration of Covidien into Medtronic and was named President of
RTG in 2015. Prior to Medtronic, Martha spent 19 years in a variety of business development,
strategic marketing, and sales management roles at GE Healthcare and GE Capital.
Martha has been an active champion for the advancement of women and ethnically diverse
representation at Medtronic as well as proactive engagement in the communities where
Medtronic employees live and work. He is the executive sponsor of Medtronic's African
Descent Network, which is focused on the recruitment, engagement, retention and development
for Medtronic employees of African descent. He also serves as Medtronic's executive sponsor
of FIRST Robotics and sits on the board of Children's HeartLink and the Northside
Achievement Zone, a community collaborative that works to end generational poverty in North