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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/16/09 Tyco International Ltd S-4/A 9:1.3M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-4/A Pre-Effective Amendment to Registration of HTML 808K Securities Issued in a Business-Combination Transaction 2: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 174K 3: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 66K 4: EX-5.1 Opinion re: Legality HTML 19K 5: EX-8.1 Opinion re: Tax Matters HTML 19K 6: EX-8.2 Opinion re: Tax Matters HTML 15K 7: EX-8.3 Opinion re: Tax Matters HTML 22K 8: EX-23.1 Consent of Experts or Counsel HTML 12K 9: EX-99.1 Miscellaneous Exhibit HTML 28K
Page | (sequential) | | | (alphabetic) | Top | |
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1 | 1st Page - Filing Submission | ||||
" | Exhibit 99.1 | ||||
" | The Board of Directors Recommends A Vote for All Proposals | ||||
" | QuickLinks |
PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE SPACE HOW YOU WISH YOUR SHARES TO BE VOTED. IF NO INDICATION IS GIVEN, PROXIES WILL BE VOTED FOR ALL PROPOSALS IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. | Please Mark Here for Address Change or Comments | o | ||
SEE REVERSE SIDE |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS
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FOR | AGAINST | ABSTAIN | ||||
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1. | To consider and approve a resolution to approve Tyco International Ltd.'s discontinuance from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the Company's change of domicile to Schaffhausen, Switzerland. | o | o | o | ||||
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To consider and approve a resolution that will have the effect of increasing our registered share capital. |
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3. |
To consider and approve the name of Tyco International Ltd. |
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To consider and approve the change of the corporate purpose of Tyco International Ltd. |
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To consider and approve Tyco International Ltd.'s proposed Swiss articles of association. |
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To confirm Swiss law as the authoritative legislation governing Tyco International Ltd. |
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7. |
To confirm the principal place of business of Tyco International Ltd. as Schaffhausen, Switzerland. |
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To appoint PricewaterhouseCoopers AG, Zurich as special auditor until Tyco International Ltd.'s next annual general meeting. |
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To elect Deloitte AG as our statutory auditors for a term of one year until Tyco International Ltd.'s next annual general meeting. |
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10. |
To approve the payment of a dividend through a reduction of registered capital. |
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11. |
To approve the motion to adjourn the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the change of domicile. |
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Note:
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Signature | Signature/Title | Date |
FOLD AND DETACH HERE
ADMISSION TICKET
Special General Meeting
of
Shareholders of
Tyco International Ltd.
March 12, 2009
9:30 A.M., Local Time
Fairmont Hamilton Princess Hotel
76 Pitts Bay Road
Pembroke, Bermuda
TYCO INTERNATIONAL LTD.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy Card for use at the Special General Meeting or any adjournment or postponement thereof (the "Meeting") of Shareholders of Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco International"), to be held on March 12, 2009 at 9:30 a.m., local time, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke, Bermuda.
The person signing on the reverse of this card, being a holder of shares of Tyco International, hereby appoints as his/her proxy at the Meeting, Edward D. Breen or Christopher J. Coughlin, or either of them, with full power of substitution, and directs such proxy to vote (or abstain from voting) at the Meeting all of his or her shares as indicated on the reverse of this card or, to the extent that no such indication is given, to vote as set forth herein, and authorizes such proxy to vote in his discretion on such other business as may properly come before the Meeting.
Please indicate on the reverse of this card how the shares represented by this proxy are to be voted. If this card is returned duly signed but without any indication as to how the shares are to be voted in respect of any of the resolutions described on the reverse, the shareholder will be deemed to have directed the proxy to vote FOR all of the proposals described below.
PLEASE MARK YOUR VOTES IN THE CORRESPONDING BOXES ON THE REVERSE SIDE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
Address Change/Comments (Mark the corresponding box on the reverse side)
FOLD AND DETACH HERE
In order to be effective, completed proxy cards should be received at the address set forth on the enclosed self addressed envelope or at one of the addresses and by the time (being local time) specified below:
In Bermuda: Tyco International Ltd., 90 Pitts Bay Road, Second Floor, Pembroke HM08, Bermuda, by 5:00 p.m. on March 11, 2009.
In the United States: Tyco International Ltd., c/o BNY Mellon Shareowner Services, P.O. Box 3550, South Hackensack, NJ 07606-3550, United States of America, by 7:00 a.m. on March 12, 2009.
In the United Kingdom: Tyco International Ltd., c/o Tyco Holdings (UK) Limited, Law Department, 7th Floor, Broadgate West, 9 Appold Street, London EC2A 2AP, United Kingdom, by 5:00 p.m. on March 11, 2009.
In Australia: Tyco International Ltd., c/o Tyco International Pty. Limited, Unit 38, 38 South Street, Rydalmere NSW 2116, Australia, by 5:00 p.m. on March 11, 2009.
In Switzerland: Tyco International Ltd., c/o Tyco International Finance Group GmbH, Freier Platz 10, 8200 Schaffhausen, Switzerland, by 5:00 p.m. on March 11, 2009.
This ‘S-4/A’ Filing | Date | Other Filings | ||
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3/12/09 | 3, 4, DEF 14A | |||
3/11/09 | ||||
Filed on: | 1/16/09 | DEF 14A | ||
List all Filings |