ADT 2007 Annual Report Download - page 88

under Bermuda law that these statements be approved by shareholders, and no such approval will be
sought at the Annual General Meeting.
Registered and Principal Executive Offices
The registered and principal executive offices of Tyco are located at Second Floor, 90 Pitts Bay
Road, Pembroke HM 08, Bermuda. The telephone number there is [phone].
Shareholder Proposals for the 2009 Annual General Meeting
In accordance with the rules established by the SEC, as well as under the provisions of the
Amended and Restated Bye-laws, any shareholder proposal submitted pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’) intended for inclusion in the Proxy
Statement for next year’s annual general meeting of shareholders must be received by Tyco no later
than September 27, 2008. Such proposals should be sent to Tyco’s Secretary at Second Floor, 90 Pitts
Bay Road, Pembroke HM 08, Bermuda. To be included in the Proxy Statement, the proposal must
comply with the requirements as to form and substance established by the SEC and our Amended and
Restated Bye-laws, and must be a proper subject for shareholder action under Bermuda law.
A shareholder may otherwise propose business for consideration or nominate persons for election
to the Board in compliance with U.S. federal proxy rules, Bermuda law and other legal requirements,
without seeking to have the proposal included in Tyco’s proxy statement pursuant to Rule 14a-8 under
the Exchange Act. Bermuda law provides that only Tyco shareholders holding not less than 5% of the
total voting rights or 100 or more registered Tyco shareholders together may require a proposal to be
submitted to an Annual General Meeting. Generally, notice of such a proposal must be deposited at
the registered office of Tyco not less than six weeks before the date of the meeting; unless the meeting
is subsequently called for a date six weeks or less after the notice has been deposited. Under
Rule 14a-4 under the Exchange Act, proxies may be voted on matters properly brought before a
meeting under these procedures in the discretion of the Chairman without additional proxy statement
disclosure about the matter unless Tyco is notified about the matter at least 45 days before the first
anniversary of the date on which this proxy statement is first mailed to shareholders and the
proponents otherwise satisfy the requirements of Rule 14a-4. The deadline under Rule 14a-4 for next
year’s meeting is December 11, 2008.
United States Securities and Exchange Commission Reports
Copies of our Annual Report on Form 10-K for the fiscal year ended September 28, 2007, as filed
with the SEC (without exhibits), are available to shareholders free of charge on our website at
www.tyco.com or by writing to Attn: Tyco Shareholder Services, Tyco International Ltd., 90 Pitts Bay
Road, Second Floor Pembroke HM 08, Bermuda.
General
The enclosed proxy is solicited on behalf of Tyco’s Board. Unless otherwise directed, proxies held
by the Chief Executive Officer or Chief Financial Officer will be voted at the Annual General Meeting
(or an adjournment or postponement thereof), FOR the election of all 11 nominees to the Board of
Directors named on the proxy card; FOR the re-appointment of the independent auditors and
authorizing the Audit Committee of the Board to set their remuneration; and FOR the amendments to
the Company’s Bye-laws. If any matter other than those described in this Proxy Statement properly
comes before the Annual General Meeting, or with respect to any adjournment or postponement
thereof, the Chief Executive Officer or Chief Financial Officer will vote the common shares
represented by such proxies in accordance with his discretion.
68 2008 Proxy Statement