CYBX (MM)

CREATING A PREMIER GLOBAL MEDICAL TECHNOLOGY COMPANY

Important Information for Investors and Shareholders This presentation is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended (the “Securities Act”), and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. This communication does not represent an investment solicitation in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, as amended. Sand HoldCo PLC (“HoldCo”) has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which includes a preliminary proxy statement of Cyberonics, Inc. (“Cyberonics”) that also constitutes a preliminary prospectus of HoldCo (the “proxy statement/prospectus”). A definitive proxy statement/prospectus will be delivered as required by applicable law after the registration statement on Form S-4 is declared effective by the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SORIN S.P.A. (“SORIN”), CYBERONICS, HOLDCO, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders are able to obtain free copies of the definitive proxy statement/prospectus (once it becomes available) and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC (1) on Cyberonics’ website at www.cyberonics.com within the “Investor Relations” section or by contacting Cyberonics’ Investor Relations through its website at www.cyberonics.com (for documents to be made available to Cyberonics shareholders) or (2) on Sorin’s website at www.sorin.com (for documents to be made available to Sorin shareholders). The release, publication or distribution of this press release in certain jurisdictions may be restricted by law, and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions. Italian CONSOB Regulation No. 11971 of May 14, 1999 Prior to the extraordinary meeting of Sorin shareholders, Sorin has voluntarily made available an information document pursuant to Article 70, paragraph 6, of the CONSOB Regulation on Issuers (CONSOB Regulation no. 11971 of May 14, 1999, as amended), in accordance with applicable terms. Italian CONSOB Regulation No. 17221 of March 10, 2010 Pursuant to Article 6 of the CONSOB Regulation no. 17221 of March 12, 2010 (as amended, the “CONSOB Regulation”), HoldCo is a related party of Sorin, being a wholly owned subsidiary of Sorin. The merger agreement providing for the terms and conditions of the transaction, which exceeds the thresholds for “significant transactions” pursuant to the Regulation, was approved unanimously by the board of directors of Sorin. The merger agreement and the merger of Sorin into HoldCo are subject to the exemption set forth in Article 14 of the CONSOB Regulation and Article [13.1.(v)] of the “Procedura per operazioni con parti correlate” (“Procedures for transactions with related parties”) adopted by Sorin on October 26, 2010 and published on its website (www.sorin.com). Pursuant to this exemption, Sorin has not and will not publish an information document (documento informativo) for related party transactions as provided by Article 5 of the CONSOB Regulation. Participants in the Distribution Sorin, Cyberonics and HoldCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Cyberonics with respect to the proposed transactions contemplated by the proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of proxies from the shareholders of Cyberonics in connection with the proposed transactions, including a description of their direct or indirect interests, on account of security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding Cyberonics’s directors and executive officers is contained in Cyberonics’s Annual Report on Form 10-K for the year ended on April 25, 2014 and its Proxy Statement on Schedule 14A, dated July 30, 2014, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Cautionary Statement Regarding Forward Looking Statements This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act) concerning Cyberonics, Sorin, HoldCo, the proposed transactions and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise. They are based on current beliefs of the management of Cyberonics, Sorin, and HoldCo as well as assumptions made by, and information currently available to, such management, and therefore, you are cautioned not to place undue reliance on them. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties’ control. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. None of Cyberonics, Sorin or HoldCo undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the medical device industry, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the applicable safe harbor provisions of the Exchange Act and the Securities Act described above. Factors that could cause actual results to differ materially from those in the forward-looking statements include the failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise, or the requirement to accept conditions that could reduce the anticipated benefits of the proposed transactions as a condition to obtaining regulatory approvals; the failure to satisfy other closing conditions to the proposed transactions; the length of time necessary to consummate the proposed transactions, which may be longer than anticipated for various reasons; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; the inability of Cyberonics, Sorin, and HoldCo to meet expectations regarding the timing, completion and accounting and tax treatments with respect to the proposed transactions; risks relating to unanticipated costs of integration, including operating costs, customer loss or business disruption being greater than expected; reductions in customer spending, a slowdown in customer payments and changes in customer demand for products and services; unanticipated changes relating to competitive factors in the industries in which the companies operate; the ability to hire and retain key personnel; the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including customers, employees and competitors; the ability to attract new customers and retain existing customers in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their customers; conditions in the credit markets; risks to the industries in which Cyberonics and Sorin operate that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by Cyberonics and HoldCo and the analogous section from Sorin’s annual reports and other documents filed from time to time with the Italian financial market regulator (CONSOB) by Sorin; risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings; the parties’ international operations, which are subject to the risks of currency fluctuations and foreign exchange controls; and the potential of international unrest, economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in Cyberonics’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC by Cyberonics and HoldCo and those described in Sorin’s annual reports, registration documents and other documents filed from time to time with CONSOB by Sorin. Nothing in this communication is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Sorin share or Cyberonics share for the current or any future financial years or those of the combined group, will necessarily match or exceed the historical published earnings per Sorin share or Cyberonics share, as applicable. None of Cyberonics, Sorin andHoldCo gives any assurance (1) that any of Cyberonics, Sorin or HoldCo will achieve its expectations, or (2) concerning any result or the timing thereof, in each case, with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future financial results. Disclaimer / Safe Harbor Statement 2

Diverse, market-leading product portfolio to drive shareholder value Technical and commercial scale across geographies to enhance revenue growth Focused innovation platform to exploit market opportunities and accelerate product development in Heart Failure, Sleep Apnea and Percutaneous Mitral Valve to improve patient outcomes All-stock transaction resulting in pro forma combined equity value of approximately $3 billion1 Transaction expected to drive cash flow generation and be cash EPS2 accretive to all shareholders from 2016 Sorin Group and Cyberonics Inc. to create a leading global medical technology company 3 Based on the closing share price of Sorin Group and Cyberonics on 10 June 2015. Market capitalizations translated at €/$ exchange rate of 10 June 2015. Cash EPS based on US GAAP, excluding transaction related expenses, purchase accounting and stock based compensation expenses. Calculated on a fully diluted basis

Compelling strategic rationale Leadership in Large and Growing Markets Opportunities in Three Multi-Billion Dollar Specialty Markets Global Scale and Geographic Diversification Highly Complementary Technologies Strong Balance Sheet to Execute Plan 4

Revenues1 Cyberonics and Sorin at a glance 5 FY 2015 figures as of April 24th, 2015 for Cyberonics. FY 2014 figures as of December 31st 2014 for Sorin translated at an average exchange rate of $1.33/€1 Sutureless valve (PercevalTM) and Goal-Directed-Perfusion system CRT optimization system (SonRTM) Neuromodulation for Heart Failure (HF) Central Sleep Apnea Percutaneous mitral valves Emerging markets expansion Growth Platforms Neuromodulation for Heart Failure (HF) Closed-loop neuromodulation (AspireSR®) Obstructive Sleep Apnea Remote monitoring and seizure detection $292m $998m Manufacturing Facilities 2 10 Employees ~650 ~3,900 Leader in devices for epilepsy and neuromodulation pioneer Global leader in Cardiac Surgery and leading innovator in CRM Market Leadership

Global scale and geographical diversification São Paulo, Brazil Cyberonics Manufacturing and offices Sorin Manufacturing and R&D Vancouver, BC Denver, CO Houston, TX Costa Rica Mirandola, Italy Meylan, France Saluggia, Italy Munich, Germany Clamart, France Louvain-la-Neuve, Belgium Dominican Republic Cantù, Italy Suzhou, China NewCo Business Unit Headquarters 6 Joint venture, China Brussels

Highly complementary businesses FY 2015 figures as of April 24th 2015 for Cyberonics. FY 2014 figures as of 31st December 2014 for Sorin translated at an average exchange rate of $1.33/€1 Geography Business Unit 7 Revenues1: $292m Neuromodulation 100% International 19% US 81% Revenues1 : $998m International 77% US 23% Cardiac Surgery 67% CRM 33%

$1.3bn ...leading to diversified product portfolio and broader geographical reach Pro forma revenues by geography1 Pro forma revenues by business1 8 FY 2015 figures as of April 24th 2015 for Cyberonics. FY 2014 figures as of 31st December 2014 for Sorin translated at an average exchange rate of $1.33/€1 $1.3bn Neuromodulation 23% CRM 25% Cardiac Surgery 52% Europe 43% US 36% Rest of World 21%

Bringing together global leaders in Cardiac Surgery and Neuromodulation Leveraging an innovative Cardiac Rhythm Management platform Leadership in large and growing markets CARDIAC SURGERY NEUROMODULATION CRM Cardiopulmonary global leader #1 in Heart-lung machines #1 in Oxygenators Leading player in mechanical and tissue valves On-going roll out of new products Long-standing leader in Neuromodulation #1 position in devices for epilepsy FDA approval for AspireSR® Pioneer in VNS treatment for heart failure CE Mark for VITARIATM Leading innovator in CRM Strong position in Europe and Japan Innovative products focused on patient outcomes Robust pipeline Position 9

Highly complementary technologies and selling capabilities 10 Shared technologies Complementary commercialization capabilities Implantable electronics Neuromodulation Heart Failure Sleep Apnea CRM Wireless MRI-Compatibility Remote Monitoring ICD Leads VNS Science and Expertise Algorithms Closed-loop Cardiac Surgeons Electrophysiologists HF Cardiologists Perfusionists Epileptologists Neurologists Neurosurgeons Clinicians Sales & Marketing Capabilities Market development skills Patient awareness & physician education Selling in competitive markets Global footprint Rechargeable

Accelerated development and commercialization of new product categories The combined opportunities leverage Cyberonics’ ability to develop markets and Sorin’s geographical reach Opportunities in billion dollar specialty markets 11 Heart Failure (HF) Sleep Apnea Percutaneous Mitral Potential market opportunity > $1 billion > $1 billion > $1 billion Cyberonics programs VITARIA™ Investment in ImThera Ownership of Apnex assets and IP (OSA) - Sorin programs EquiliaTM Intense Investment in Respicardia (CSA) Investments in Caisson, High Life, Cardiosolutions Timing of earliest European market entry 2015 2015 2017 Commentary Creates broad portfolio strength, technological expertise and market development potential Dual path approach with opportunities in large and under-addressed Central and Obstructive Sleep Apnea markets Programs in both Percutaneous Mitral Repair and Replacement

~$80 million of annual pre-tax operating synergies to be delivered by the end of 2018 Operating synergies driving significant incremental value Manufacturing Cyberonics’ leverage of Sorin’s commercialization network Neuromodulation revenue Capitalizing on market relationships with wider product range Heart failure Building an efficient corporate structure Corporate overhead Optimizing clinical trials for Heart Failure; building on technology assets, in particular micro-electronic design, wireless technology and MRI-compatibility R&D optimization 12 Purchasing savings and improved manufacturing overhead utilization

Experienced, world-class management team 13 André-Michel Ballester Chief Executive Officer Dan Moore Non-Executive Chairman of the Board Ed Andrle Strategy, Business Development and New Ventures/Emerging Therapies Brian Sheridan General Counsel Pritpal Shinmar Global Market Access David Wise HR & IT Demetrio Mauro Chief Integration Officer Michel Darnaud Head of Cardiac Surgery Stefano Di Lullo Head of Cardiac Rhythm Management Rohan Hoare Head of Neuromodulation Jacques Gutedel Head of Intercontinental Greg Browne Interim Chief Financial Officer

Transaction overview 14 HoldCo Domicile and listing Incorporated in the UK and UK tax resident Dual listed on Nasdaq and London Stock Exchange Exchange ratio 1:1 of HoldCo stock for Cyberonics shareholders 0.0472:1 of HoldCo stock for Sorin shareholders Ownership Cyberonics shareholders: ~ 54% Sorin shareholders: ~ 46% Governance Dan Moore (Cyberonics) will be Non-Executive Chairman André-Michel Ballester (Sorin) will be CEO Board of Directors equally balanced (4 by Sorin, 4 by Cyberonics and 1 jointly selected)

Key milestones achieved 15 Next steps Transaction timeline: closing expected by end of September 2015 Unanimous approval by BoD and deal announcement 26 Feb US Antitrust approval 14 April HoldCo management and integration team announced 12 May Sorin EGM approved proposed merger 26 May End of 15-day Sorin Shareholder Withdrawal Right period 12 June End of 60-day Sorin Creditor Rights period 27 July Cyberonics stockholders meeting (at least 20 business days after S-4 Form is declared effective by SEC) Submission of listing application with NASDAQ & approval of UK HoldCo prospectus by UKLA Joint application to the UK Court & formal listing submission to LSE HoldCo shares begin trading on Nasdaq & LSE

Driving significant shareholder returns Revenue growth acceleration Stronger and more diversified platform for growth Significant revenue potential from highly complementary Heart Failure programs Leverage Sorin’s commercialization network for Neuromodulation Synergies Approximately $80 million annual pre-tax operating synergies by 2018 R&D optimization, manufacturing & supply chain and overlapping corporate costs EPS impact Cash EPS1 accretive for all shareholders from 2016 Significant EPS accretion thereafter Balance Sheet implications Compelling financial profile with robust cash flow generation Pro forma net debt position close to zero 16 Cash EPS based on US GAAP, excluding transaction related expenses, purchase accounting and stock based compensation expenses. Calculated on a fully-diluted basis

Contacts 17 FOR SORIN GROUP: Investors: Demetrio Mauro CFO Sorin Group Tel: +39 02 69969 512 e-mail: investor.relations@sorin.com Francesca Rambaudi Director, Investor Relations Sorin Group Tel: +39 02 69969 716 e-mail: investor.relations@sorin.com Media: Gabriele Mazzoletti Director, Corporate Communications Sorin Group Tel: +39 02 69969 785 e-mail: corporate.communications@sorin.com Edward Simpkins Finsbury (London) Tel: +44 7958 421 519 e-mail: edward.simpkins@finsbury.com Kal Goldberg Finsbury (New York) Tel: +1 646 805 2000 e-mail: Kal.Goldberg@finsbury.com FOR CYBERONICS, INC.: Investors: Greg Browne CFO Cyberonics, Inc. Tel: +1 281 228 7262 e-mail: ir@cyberonics.com Media: Sard Verbinnen & Co New York: Andrew Cole / Chris Kittredge Tel: +1 212 687 8080 London: Conrad Harrington +44 020 3178 8914