ADT 2009 Annual Report Download - page 25

What proposals are being presented at the Annual General Meeting and what vote is required to approve each
proposal?
Tyco intends to present proposals numbered one through six for shareholder consideration and
voting at the Annual General Meeting. These proposals are for:
• Approval of the Annual Report, including Tyco’s financial statements.
The approval of each of the annual report, parent company financial statements of Tyco
International Ltd. and consolidated financial statements for the year ended September 25, 2009
requires the affirmative vote of a majority of the votes present (in person or by proxy) at the
Annual General Meeting.
• Discharge of the Board of Directors from liability for the financial year ended September 25, 2009.
The discharge of the Board of Directors requires the affirmative vote of a majority of the votes
present (in person or by proxy) at the Annual General Meeting, not counting the votes of any
member of the Company’s Board of Directors or any executive officer of the Company or any
votes represented by the Company.
• Election of the Board of Directors.
The election of each director nominee requires the affirmative vote of a majority of the votes
present (in person or by proxy) at the Annual General Meeting.
• Election and ratification of auditors.
Each of the election of Deloitte AG (Z¨ urich) as our statutory auditor, the ratification of the
appointment of Deloitte & Touche LLP as our independent registered public accounting firm, and
the election of PricewaterhouseCoopers AG, Z¨ urich as our special auditing firm requires the
affirmative vote of a majority of the votes present (in person or by proxy) at the Annual General
Meeting.
• Approval of the allocation of fiscal year 2009 results and payment of a dividend in the form of a
capital reduction.
The approval of the allocation of fiscal year 2009 results and the payment of a dividend in the
form of a capital reduction, with such payment to be made in four quarterly installments at times
determined by our Board of Directors, requires the affirmative vote of a majority of the votes
present (in person or by proxy) at the Annual General Meeting.
• Approval of an Amendment to our Articles of Association to provide for plurality voting in the event
that the number of candidates that are nominated for election as directors exceeds the number of
positions available.
The approval of this Amendment to our Articles of Association requires the affirmative vote of a
majority of the votes present (in person or by proxy) at the Annual General Meeting.
Other than matters incident to the conduct of the Annual General Meeting and those set forth in
this Proxy Statement, Tyco does not know of any other business or proposals to be considered at the
Annual General Meeting. 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, and such proxy holders will vote in accordance with the
recommendations of the Board of Directors.
What constitutes a quorum?
Our Articles of Association provide that all resolutions and elections made at a shareholders’
meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with
abstentions, broker non-votes, blank or invalid ballots regarded as present for purposes of establishing
the quorum.
2010 Proxy Statement 5