ADT 2007 Annual Report Download - page 89

APPENDIX A
BYE-LAW AMENDMENTS
BYE-LAW 4:
As proposed to be amended:
4. Purchase or Acquisition of Shares by Company. The Board of Directors may, at its discretion,
authorize the purchase or acquisition by the Company of its own shares of any class pursuant to and in
accordance with Sections 42A and 42B of the Companies Act upon such terms as the Board may
determine. Any shares so purchased or acquired may be either cancelled or held in treasury. Any such
share that was or is treated as having been acquired and held by the Company, which share has been
continuously held by the Company since it was acquired, is referred to herein as a ‘‘Treasury Share.’’
All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the
Company while it holds such Treasury Share and Treasury Shares shall be excluded from the calculation
of any percentage or fraction of the share capital, or shares, of the Company as provided by the
Companies Act. Subject to the provisions of these Bye-laws, any shares of the Company held by the
Company as Treasury Shares shall be at the disposal of the Board, which may hold all or any of such
shares, dispose of or transfer all or any of such shares for cash or other consideration, or cancel all or
any of such shares.
Highlighted changes:
4. Purchase or Acquisition of Shares by Company. The Board of Directors may, at its discretion,
authorize the purchase or acquisition by the Company of its own shares of any class pursuant to and
in accordance with Sections 42A and 42B of the Companies Act upon such terms as the Board may
determine, provided, however, that such purchase is effected in accordance with the provisions of the
Companies Act. Any shares so purchased or acquired may be either cancelled or held in treasury. Any
such share that was or is treated as having been acquired and held by the Company, which share has
been continuously held by the Company since it was acquired, is referred to herein as a ‘‘Treasury
Share.’’ All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by
the Company while it holds such Treasury Share and Treasury Shares shall be excluded from the
calculation of any percentage or fraction of the share capital, or shares, of the Company as provided
by the Companies Act. Subject to the provisions of these Bye-laws, any shares of the Company held by
the Company as Treasury Shares shall be at the disposal of the Board, which may hold all or any of
such shares, dispose of or transfer all or any of such shares for cash or other consideration, or cancel
all or any of such shares.
BYE-LAW 41:
As proposed to be amended:
41. Officers Designated. The Board may entrust to and confer upon any officer any of its powers,
authorities and discretions (with power to sub-delegate) on such terms and conditions with such
restrictions as it thinks fit and either collaterally with, or to the exclusion of, its own powers and may
from time to time revoke or vary all or any of such powers, but no person dealing in good faith and
without notice of such revocation or variation shall be affected by any revocation or variation. Only the
Board of Directors shall have the power to appoint officers, which shall include a Chairman and may
include one or more Deputy Chairmen, a Chief Executive Officer, a President, one or more Vice
Presidents, a Secretary, a Treasurer, a Controller, one or more Assistant Treasurers and Assistant
Secretaries and such other officers, agents and employees as it may deem expedient. Subject to the
exercise of such power of appointment and subject always to the control of the Board of Directors,
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