Medtronic Inc – ‘S-4’ on 7/23/98 – EX-99.1

As of:  Thursday, 7/23/98   ·   Accession #:  914190-98-268   ·   File #:  333-59725

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               118    619K 
                          Business-Combination Transaction                       
 2: EX-2        Agreement and Plan of Merger                          25±   107K 
 3: EX-5        Opinion and Consent of Fredrikson & Byron, P.A.        2±    10K 
 4: EX-8        Opinion and Consent of Preston Gates                   3±    15K 
 5: EX-23.3     Consent of Price Waterhouse                            1      6K 
 6: EX-23.4     Consent of Price Waterhouse                            1      6K 
 7: EX-23.5     Consent of Morgan Stanley                              1      6K 
 8: EX-24       Power of Attorney                                      1     10K 
 9: EX-99.1     Form of Proxy                                          1      7K 

EX-99.1   —   Form of Proxy

                                                                    Exhibit 99.1

PHYSIO-CONTROL
 SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

         The undersigned  shareholder  hereby appoints  Richard O. Martin and V.
Marc Droppert and each of them as proxies, each with full power of substitution,
to vote as  designated  below  all  shares  of  common  stock of  Physio-Control
International  Corporation  held of record  as of  __________,  1998,  which the
undersigned  would be  entitled  to vote if  personally  present at the  Special
Meeting of  Shareholders to be held on  ___________,  1998, at 9:00 a.m.,  local
time, at 11811 Willows Road NE, Redmond,  Washington,  and at any adjournment or
adjournments thereof, upon the following matters:                               

         Proposal  to approve the Plan of Merger and the  Agreement  and Plan of
Merger  providing  for  the  merger  of  PC  Merger  Corp.  into  Physio-Control
International Corporation,  with Physio-Control  International Corporation to be
the surviving  corporation  and a  wholly-owned  subsidiary of Medtronic,  Inc.,
copies of which Plan of Merger and  Agreement and Plan of Merger are attached as
Appendices A and B to the Proxy Statement/Prospectus for the Special Meeting.   

[ ]   FOR           [ ]    AGAINST           [ ]   ABSTAIN                

(Continued and to be signed and dated on the other side)

         This proxy will be voted as  specified  by the  shareholder,  but if no
choice is specified,  this proxy will be voted FOR approval of the Agreement and
Plan of Merger.                                                                 

         IMPORTANT:  Please sign  exactly as name or names appear on this Proxy.
Joint owners should each sign  personally.  When signing as attorney,  executor,
administrator,  trustee or guardian,  please give your full title as such.  When
signing as a corporation or a partnership, please sign in the name of the entity
by an authorized person.                                                        

Dated: __________________        ______________________________________________ 
                                 (Please sign name exactly as it appears hereon)

                                ______________________________________________
                    (Signature of joint owner, if any)

                                  PLEASE MARK,  DATE, SIGN AND RETURN THIS PROXY
                                  IN THE ENCLOSED PROXY RETURN  ENVELOPE,  WHICH
                                  REQUIRES  NO  POSTAGE  IF MAILED IN THE UNITED
                                  STATES.  IF AN ENVELOPE IS NOT ENCLOSED OR HAS
                                  BEEN  MISPLACED,  PLEASE RETURN THIS COMPLETED
                                  PROXY TO ____________________________________.