ADT 2010 Annual Report Download - page 13

copies of the proxy materials and Annual Report will need to contact their broker, bank or other
nominee to request that only a single copy of each document be mailed to all shareholders at the
shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of
Tyco’s common shares, your broker, bank or other nominee may deliver only one copy of the Proxy
Statement and Annual Report to multiple shareholders who share an address unless that nominee has
received contrary instructions from one or more of the shareholders. Tyco will deliver promptly, upon
written or oral request, a separate copy of the Proxy Statement and Annual Report to a shareholder at
a shared address to which a single copy of the documents was delivered. Shareholders who wish to
receive a separate written copy of the Proxy Statement and Annual Report, now or in the future,
should submit their request to Tyco by telephone at [phone] or by submitting a written
request to Tyco Shareholder Services, Tyco International Ltd., Freier Platz 10, CH-8200 Schaffhausen,
Switzerland.
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 eight 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 24, 2010
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 24, 2010.
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 (or in the event
of a contested election, a plurality) 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.
• The allocation of fiscal year 2010 results and the approval of an ordinary dividend out of capital
surplus.
The allocation of fiscal year 2010 results and the approval of an ordinary dividend out of capital
surplus requires the affirmative vote of a majority of the votes present (in person or by proxy) at
the Annual General Meeting.
• The amendment of our articles of association to renew our authorized share capital.
2011 Proxy Statement 5