ADT 2011 Annual Report Download - page 22

must be completed in accordance with the instructions on it and received at the address set forth below
by the time (being local time) and date specified:
By 11:00 a.m. on March 7, 2012, by hand or mail at:
Dr. Harald Maag, Bratschi Wiederkehr & Buob, Attorneys-at-Law,
Bahnhofstrasse 70, P.O. Box 1130, CH-8021
Z¨ urich, Switzerland
Fax [phone]
Organizational Matters Required by Swiss Law
Admission to the Annual General Meeting
Shareholders who are registered in the share register on January 9, 2012 will receive the proxy
statement and proxy cards from us. Beneficial owners of shares will receive an instruction form from
their broker, bank, nominee or custodian acting as shareholder of record to indicate how they wish
their shares to be voted. Beneficial owners who wish to vote in person at the Annual General Meeting
are requested to obtain a proxy executed in their favor, from their broker, bank, nominee or other
custodian that authorizes you to vote the shares held by them on your behalf. In addition, you must
bring to the Annual General Meeting an account statement or letter from the broker, bank or other
nominee indicating that you are the owner of the shares. Shareholders of record registered in the share
register are entitled to vote and may participate in the Annual General Meeting. Each share carries
one vote. The exercise of the voting right is subject to the voting restrictions set out in our Articles of
Association, a summary of which is contained in ‘‘How many votes do I have?’’ For further
information, refer to ‘‘Who is entitled to vote?’’, ‘‘What is the difference between holding shares as a
shareholder of record and as a beneficial owner?’’, ‘‘How do I vote by proxy given to a company
officer?’’, ‘‘How do I appoint and vote via an independent proxy?’’ and ‘‘How do I attend the Annual
General Meeting?’’
Shareholders who purchase our shares and, upon application, become registered as shareholders
with respect to such shares after January 9, 2012, but on or before February 27, 2012, and who wish to
vote those shares at the Annual General Meeting, will need to obtain a proxy, executed in their favor,
from the registered holder of those shares as of the record date to vote their shares in person at the
Annual General Meeting. Shareholders registered in our share register (as opposed to beneficial
shareholders) who have sold their shares prior to the Annual General Meeting are not entitled to vote
those shares.
Granting of Proxy
If you are a shareholder of record and do not wish to attend the Annual General Meeting, you
have the right to grant your voting proxy directly to the Company officers named in the proxy card.
Alternatively, you can appoint Dr. Harald Maag, Bratschi Wiederkehr & Buob, Attorneys-at-Law,
Bahnhofstrasse 70, P.O. Box 1130, CH-8021, Z¨ urich, Switzerland, Fax [phone], as independent
proxy, in accordance with Article 689c of the Swiss Code of Obligations, with full rights of substitution,
by checking the appropriate box on the enclosed proxy card, or grant a written proxy to any other
person, which person does not need to be a shareholder. For further information, refer to ‘‘How do I
vote by proxy given to a company officer?’’ and ‘‘How do I appoint and vote via an independent
proxy?’’
The proxies granted to the independent proxy must be received by the independent proxy no later
than March 6 2012, 12:00 noon Central European time.
Registered shareholders who have appointed a Company officer or the independent proxy as a proxy
may not vote in person at the meeting or send a proxy of their choice to the meeting, unless they revoke or
8 2012 Proxy Statement