ADT 2010 Annual Report Download - page 5

16JAN200911072691
TYCO INTERNATIONAL LTD.
NOTICE OF 2011 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 9, 2011
NOTICE IS HEREBY GIVEN that the 2011 Annual General Meeting of Shareholders of Tyco
International Ltd. will be held on March 9, 2011 at 3:00 p.m., Central European Time, at the Park
Hyatt Z¨ urich, Beethoven-Strasse 21, 8002 Z¨ urich, Switzerland for the following purposes:
1. To approve the annual report, the parent company financial statements of Tyco
International Ltd and the consolidated financial statements for the fiscal year ended
September 24, 2010
2. To discharge the Board of Directors from liability for the financial year ended September 24,
2010;
3. To elect the Board of Directors;
4. To elect auditors as follows:
4.a to elect Deloitte AG (Z¨ urich) as statutory auditors until our next annual general meeting;
4.b to ratify appointment of Deloitte & Touche LLP as independent registered public
accounting firm for purposes of United States securities law reporting for the year ending
September 30, 2011;
4.c to elect PricewaterhouseCoopers AG (Z¨ urich) as special auditors until our next annual
general meeting;
5. To approve the following:
5.a the allocation of fiscal year 2010 results; and
5.b the payment of an ordinary cash dividend in the amount of $1.00 per share be made out
of Tyco’s ‘‘contributed surplus’’ equity position in its statutory accounts.
6. To amend our articles of association in order to renew the amount of the authorized share
capital available for new issuance.
7. To approve the cancellation of repurchased treasury shares.
8. To consider the following:
8.a a non-binding advisory (consultative) vote to approve executive compensation; and
8.b a non-binding advisory (consultative) vote on the frequency of the executive compensation
vote; and
9. To consider and act on such other business as may properly come before the meeting or any
adjournment thereof.
This Notice of Annual General Meeting and Proxy Statement and the enclosed proxy card are first
being sent on or about January 20, 2011 to each holder of record of Tyco common shares at the close
of business on January 10, 2011. Whether or not you plan to attend the meeting, please complete, sign,
date and return the enclosed proxy card to ensure that your common shares are represented at the
meeting. Tyco shareholders of record who attend the meeting may vote their common shares
personally, even though they have sent in proxies.
By Order of the Board of Directors,
Judith A. Reinsdorf
Executive Vice President and General Counsel
January 20, 2011
2011 Proxy Statement