ADT 2010 Annual Report Download - page 9

INFORMATION ABOUT THIS PROXY STATEMENT AND
THE ANNUAL GENERAL MEETING
Questions and Answers About Voting Your Common Shares
Why did I receive this Proxy Statement?
Tyco has sent this Notice of Annual General Meeting and Proxy Statement, together with the
enclosed proxy card or voting instruction card, because Tyco’s Board of Directors is soliciting your
proxy to vote at the Annual General Meeting on March 9, 2011. This Proxy Statement contains
information about the items being voted on at the Annual General Meeting and important information
about Tyco. Tyco’s 2010 Annual Report on Form 10-K, which includes Tyco’s parent company financial
statements and consolidated financial statements for the fiscal year ended September 24, 2010 (the
‘‘Annual Report’’), is enclosed with these materials.
Tyco has made these materials available to each person who is registered as a holder of its
common shares in its register of shareholders (such owners are often referred to as ‘‘holders of record’’
or ‘‘registered shareholders’’) as of the close of business on January 10, 2011, the record date for the
Annual General Meeting. Any Tyco shareholder as of the record date who does not receive Notice of
the Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting
instruction card and the Annual Report, may obtain a copy at the Annual General Meeting or by
contacting Tyco at [phone].
Tyco has requested that banks, brokerage firms and other nominees who hold Tyco common shares
on behalf of the owners of the common shares (such owners are often referred to as ‘‘beneficial
shareholders’’ or ‘‘street name holders’’) as of the close of business on January 10, 2011 forward these
materials, together with a proxy card or voting instruction card, to those beneficial shareholders. Tyco
has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for
forwarding these materials.
Finally, Tyco has provided for these materials to be sent to persons who have interests in Tyco
common shares through participation in Tyco’s retirement savings plans and employee share purchase
plans. These individuals are not eligible to vote directly at the Annual General Meeting. They may,
however, instruct the trustees of these plans how to vote the common shares represented by their
interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans.
Who is entitled to vote?
January 10, 2011, is the record date for the Annual General Meeting. On January 10, 2011, there
were 477,554,915 common shares outstanding and entitled to vote at the Annual General Meeting.
Shareholders registered in our share register with voting rights at the close of business on January 10,
2011 are entitled to vote at the Annual General Meeting, except as provided below. A shareholder who
purchases shares from a registered holder after January 10, 2011, but before February 28, 2011, and
who wishes to vote his or her shares at the Annual General Meeting must (i) ask to be registered as a
shareholder with respect to such shares in our share register prior to February 28, 2011 and (ii) obtain
a proxy from the registered voting rights record holder of those shares as of the record date. If you are
a record holder of our common shares (as opposed to a beneficial shareholder) on the record date but
sell your shares prior to the Annual General Meeting, you will not be entitled to vote those shares at
the Annual General Meeting.
In March 2009, Tyco changed its jurisdiction of incorporation from Bermuda to Switzerland. As
described in our January 21, 2009 proxy statement/ prospectus, you should exchange any certificates
representing our common shares you own that were issued while we were a Bermuda company for
book-entry shares recorded electronically in our share register, and simultaneously elect to be enrolled
as a shareholder with voting rights. While you will continue to be entitled to dividends, preemptive
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