amount thereof that is equal to $1,000 or an integral multiple of $1,000, on September 27, 2016 (the Fundamental Change Repurchase Date). The repurchase price (the
Fundamental Change Repurchase Price) to be paid by HeartWare for Notes validly surrendered and not validly withdrawn is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon, if
any, to, but excluding, the Fundamental Change Repurchase Date.
Holders may exercise their Fundamental Change Repurchase Right by providing notice in
accordance with The Depositary Trust Companys (DTC) applicable procedures (the Fundamental Change Repurchase Notice) to Wilmington Trust, National Association, as tender agent (the Tender Agent), at any time
on or before 5:00 p.m. Eastern time on September 26, 2016 (the Fundamental Change Expiration Time) and by delivering the Notes described in the Fundamental Change Repurchase Notice to the Tender Agent through book-entry transfer on or
after delivery of the Fundamental Change Repurchase Notice.
Any holder may withdraw its submission of a Fundamental Change Repurchase Notice with respect
to any Notes, in whole or in part, by delivering a written notice of withdrawal in accordance with DTCs applicable procedures to the Tender Agent at any time prior to the Fundamental Change Expiration Time.
In addition, Medtronic has also announced on behalf of HeartWare that, pursuant to the terms of the Indentures, the Notes are convertible, at the option of
the holder, at any time until 5:00 p.m. Eastern time on September 27, 2016 (the Conversion Period). HeartWares conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed
at an amount in cash equal to the conversion rate of 10.0000 for each of the 2017 Notes and the 2021 Notes, multiplied by $58.00 (i.e., the merger consideration). As a result, holders will be entitled to receive $580.00 in cash per $1,000 principal
amount of 2017 Notes or 2021 Notes validly surrendered for conversion. The right of holders to convert their Notes is separate from the Fundamental Change Repurchase Right. If a holder delivers a