ADT 2009 Annual Report Download - page 22

rights and liquidation proceeds even if you do not submit your certificates, you may not be able to
exercise any voting rights, prove your ownership interest in the Company, transfer your shares or
exercise other shareholder rights until you submit your certificates and are registered as a shareholder
entitled to voting rights. Please contact our transfer agent, BNY Mellon Shareowner Services, at
800-685-4509, to obtain the appropriate forms to surrender your old certificates. Beneficial holders of
shares held in ‘‘street name’’ are not required to take any action in this regard.
How many votes do I have?
Every holder of a common share on the record date will be entitled to one vote per share for each
Director to be elected at the Annual General Meeting and to one vote per share on each other matter
presented at the Annual General Meeting. However, if you own ‘‘Controlled Shares’’ representing
voting power of 15% or more, your ability to vote shares exceeding 15% of the voting power is limited.
Controlled Shares is defined in Article 8 of our Articles of Association and generally refers to shares
held directly, indirectly, formally, constructively or beneficially by any individual or entity, or any
individuals or entities acting together as a group, subject to certain limitations.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Most of our shareholders hold their shares through a stockbroker, bank or other nominee rather
than directly in their own name. As summarized below, there are some differences between shares held
of record and those owned beneficially.
Shareholder of Record
If your shares are registered directly in your name, as registered shares entitled to voting rights, in
our share register operated by our transfer agent, BNY Mellon Shareowner Services, you are
considered, with respect to those shares, the shareholder of record and these proxy materials are being
sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy
directly to the Company officers named in the proxy card or to the independent proxy (see ‘‘How Do I
Appoint and Vote via an Independent Proxy?’’ below) named in the proxy card, or to grant a written
proxy to any person (who does not need to be a shareholder), or to vote in person at the Annual
General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint
Company officers or the independent proxy as your proxy.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are
considered the beneficial owner of shares held in street name, and these proxy materials are being
forwarded to you by your broker, bank or other nominee who is considered, with respect to those
shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker,
bank or other nominee on how to vote your shares and are also invited to attend the Annual General
Meeting. However, since you are not the shareholder of record, you may only vote these shares in
person at the Annual General Meeting if you follow the instructions described below under the heading
‘‘How do I attend the Annual General Meeting?’’ and ‘‘How do I vote?’’ Your broker, bank or other
nominee has enclosed a voting instruction card for you to use in directing your broker, bank or other
nominee as to how to vote your shares, which may contain instructions for voting by telephone or
electronically.
How do I vote?
You can vote in the following ways:
2 2010 Proxy Statement