ADT 2008 Annual Report Download - page 79

OTHER MATTERS
Costs of Solicitation
The cost of solicitation of proxies will be paid by Tyco. Tyco has engaged MacKenzie Partners, Inc.
as the proxy solicitor for the Annual General Meeting for an approximate fee of $9,500. In addition to
the use of the mails, certain Directors, officers or employees of Tyco may solicit proxies by telephone
or personal contact. Upon request, Tyco will reimburse brokers, dealers, banks and trustees or their
nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners
of common shares.
Presentation of Financial Statements
In accordance with Section 84 of the Companies Act 1981 of Bermuda, Tyco’s audited consolidated
financial statements for the fiscal year ended September 26, 2008 will be presented at the Annual
General Meeting. These statements have been approved by Tyco’s Board. There is no requirement
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]. If the proposals
regarding Tyco’s change of domicile to Switzerland are approved by shareholders at the Special General
Meeting scheduled to occur immediately after the Annual General Meeting, Tyco’s registered address
would become: Freier Platz 10, 8200 Schaffhausen, Switzerland
Shareholder Proposals for the 2010 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 23, 2009. Such proposals should be sent to Tyco’s Secretary at our registered address,
which prior to the change of domicile is Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.
If the change of domicile is approved, our registered address will become Freier Platz 10, 8200
Schaffhausen, Switzerland. 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 7, 2009.
62 2009 Proxy Statement