ADT 2011 Annual Report Download - page 35

Annual General Meeting. The U.S. dollar amount of the dividend shall be capped at an amount such
that the aggregate reduction to the Company’s capital contribution reserve shall not exceed
CHF 885 million (or approximately $2.00 per share based on the USD / CHF exchange rate of
CHF 0.96 per $1.00 in effect on January 9, 2012). To the extent that a dividend payment would exceed
the cap, the U.S. dollar per share amount of the current or future dividends shall be reduced on a pro
rata basis so that the aggregate amount of all dividends paid does not exceed the cap. In addition, the
aggregate reduction to the capital contribution reserve shall be increased for any shares issued, and
decreased for any shares acquired, after the Annual General Meeting and before the record date for
the applicable dividend installment payment. The Board’s proposal is accompanied by a report by the
auditor, Deloitte AG (Z¨ urich), as state supervised auditing enterprise, who will be present at the
meeting. The auditor’s report states that the proposed dividend complies with Swiss law.
The approval of the payments of ordinary cash dividends require the affirmative vote of a relative
majority of the votes cast by the holders of common shares represented at the Annual General Meeting
in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded
in establishing the number of votes cast.
The Board unanimously recommends that shareholders vote FOR the approval of the payment of
an ordinary cash dividend in the aggregate amount of up to $1.00 per share.
2012 Proxy Statement 21