ADT 2011 Annual Report Download - page 12

16JAN200911072691
TYCO INTERNATIONAL LTD.
NOTICE OF 2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 2012
NOTICE IS HEREBY GIVEN that the 2012 Annual General Meeting of Shareholders of Tyco
International Ltd. will be held on March 7, 2012 at 3:00 p.m., Central European Time, at the
Sonnenberg Convention Center, Gebetour AG, Aurorastrasse 100, CH-8032 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 30, 2011;
2. To discharge the Board of Directors from liability for the financial year ended September 30,
2011;
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 28, 2012;
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 2011 results;
5.b the consolidation of reserves;
5.c the payment of ordinary cash dividends in the amount of up to $1.00 per share out of
Tyco’s capital contribution reserve in its statutory accounts.
6. To consider a non-binding advisory (consultative) vote to approve executive compensation;
7. To approve amendments to our articles of association regarding book entry securities and to
reflect the transfer of the registered seat of Tyco International Ltd.; and
8. 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 19, 2012 to each holder of record of Tyco common shares at the close
of business on January 9, 2012. 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 19, 2012
2012 Proxy Statement