ADT 2005 Annual Report Download - page 22

to a shareholder at a shared address to which a single copy of
the documents was delivered. Shareholders who wish to
receive a separate copy of the Proxy Statement, Annual
Report and Form 10-K, now or in the future, should submit
their request to Tyco by telephone at [phone] or by
submitting a written request to Tyco Shareholder Services,
Tyco International Ltd., Second Floor, 90 Pitts Bay Road,
Pembroke HM 08, Bermuda.
What constitutes a quorum? The presence, in person or by proxy, of the holders of a
majority of the common shares outstanding and entitled to
vote at the Annual General Meeting constitutes a quorum for
the conduct of business.
What vote is required in order to approve The affirmative vote of a majority of the common shares
each proposal? represented and voting at the Annual General Meeting is
required for setting the maximum number of directors on the
Board of Directors, election of directors, and authorization of
the Board of Directors to appoint an additional director to fill
the vacancy proposed to be created on the Board of Directors
as well as for the re-appointment of Tyco’s independent
auditors and authorization of the Audit Committee of the
Board of Directors to set the auditors’ remuneration.
Pursuant to Bermuda law, (i) common shares which are
represented by ‘‘broker non-votes’’ (i.e., common shares held
by brokers which are represented at the Annual General
Meeting but with respect to which the broker is not
empowered to vote on a particular proposal) and (ii)
common shares which abstain from voting on any matter, are
not included in the determination of the common shares
voting on such matter, but are counted for quorum purposes.
How will voting on any other business be Other than matters incident to the conduct of the Annual
conducted? General Meeting, we do not know of any business or
proposals to be considered at the Annual General Meeting
other than those set forth in this Proxy Statement. If any
other business is proposed and properly presented at the
Annual General Meeting, the proxies received from our
shareholders give the proxy holders the authority to vote on
the matter at their discretion.
Who will count the votes? Mellon Investor Services will act as the inspector of election
and will tabulate the votes.
4 2006 Proxy Statement