ADT 2011 Annual Report Download - page 37

PROPOSAL NUMBER SEVEN—AMENDMENTS TO OUR ARTICLES OF ASSOCIATION
Our Articles of Association must be amended to reflect (i) new Swiss legal regulations regarding
the custody and transfer of shares by book-entry and (ii) the change in our registered seat in
Switzerland from Schaffhausen to the neighboring city of Neuhausen am Rheinfall.
The new Swiss Federal Act on Intermediated Securities came into force on January 1, 2010,
establishing a modern regulation for the custody and transfer of shares by book-entry. It reflects the
current practice whereby securities are generally transferred electronically through a central clearing
entity. The proposed amendments to our Articles of Association ensure full compliance with this new
Act. In practice, the transferability of the shares is not affected. Share certificates will not be issued by
Tyco; however, shareholders will be provided with a written confirmation of their holdings upon their
request. As a result, the Board of Directors proposes to amend Article 7 of the Articles of Association
as follows:
Current version Proposed version
Article 7: Share Certificates Article 7: Share Certificates
(1) A shareholder may at any time request an (1) The Company may issue its registered shares
attestation of the number of shares held by in the form of single certificates, global
it. The shareholder is not entitled, however, certificates or uncertificated securities. The
to request that certificates representing the shareholder has no right to demand a
shares be printed and delivered. conversion of the form of the registered
shares. The Company may withdraw shares
issued as book entry securities from the
custodian system.
(2) Registered shares not physically represented (2) A shareholder may at any time request an
by certificates and the rights arising there attestation of the number of shares held by
from can only be transferred by assignment. it. The shareholder is not entitled, however,
Such assignment shall not be valid unless to request that certificates representing the
notice is given to the Company. Title to the shares be printed and delivered.
certificate of the transferred share is passed
on to the transferee through legal and valid
assignment and does not need the explicit
consent of the Company. The bank which
handles the book entries of the assigned
registered shares on behalf of the
shareholders may be notified by the
Company of the assignment.
(3) Registered shares not physically represented (3) Registered shares not physically represented
by certificates and the financial rights arising by certificates (except book entry securities)
from these shares may only be pledged to and the rights arising there from can only be
the bank handling the book entries of such transferred by assignment. Such assignment
shares for the shareholder. The pledge must shall not be valid unless notice is given to
be made by means of a written pledge the Company. Title to the certificate of the
agreement. Notice to the Company is not transferred share is passed on to the
required. transferee through legal and valid
assignment and does not need the explicit
consent of the Company. The bank which
handles the book entries of the assigned
2012 Proxy Statement 23