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TYCO INTERNATIONAL plc – ‘S-4/A’ on 1/16/09 – EX-99.1

On:  Friday, 1/16/09, at 4:31pm ET   ·   Accession #:  1047469-9-219   ·   File #:  333-156042

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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

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

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 


EX-99.1   —   Miscellaneous Exhibit
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Exhibit 99.1
"The Board of Directors Recommends A Vote for All Proposals
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EXHIBIT 99.1

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

 
   
  FOR   AGAINST   ABSTAIN
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

2.

 

To consider and approve a resolution that will have the effect of increasing our registered share capital.

 

o

 

o

 

o

3.

 

To consider and approve the name of Tyco International Ltd.

 

o

 

o

 

o

4.

 

To consider and approve the change of the corporate purpose of Tyco International Ltd.

 

o

 

o

 

o

5.

 

To consider and approve Tyco International Ltd.'s proposed Swiss articles of association.

 

o

 

o

 

o

6.

 

To confirm Swiss law as the authoritative legislation governing Tyco International Ltd.

 

o

 

o

 

o

7.

 

To confirm the principal place of business of Tyco International Ltd. as Schaffhausen, Switzerland.

 

o

 

o

 

o

8.

 

To appoint PricewaterhouseCoopers AG, Zurich as special auditor until Tyco International Ltd.'s next annual general meeting.

 

o

 

o

 

o

9.

 

To elect Deloitte AG as our statutory auditors for a term of one year until Tyco International Ltd.'s next annual general meeting.

 

o

 

o

 

o

10.

 

To approve the payment of a dividend through a reduction of registered capital.

 

o

 

o

 

o

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.

 

o

 

o

 

o

Note:

1.
In the case of a corporation, this proxy must be under its common seal or signed by a duly authorized officer or director whose designation must be stated.

2.
In the case of joint holders, any holder may sign, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Shareholders.

3.
Please sign as name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
 
   
   

 
 
 
 
 
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

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;

2.
To consider and approve a resolution that will have the effect of increasing our registered share capital.

3.
To consider and approve the name of Tyco International Ltd.;

4.
To consider and approve the change of the corporate purpose of Tyco International Ltd.;

5.
To consider and approve Tyco International Ltd.'s proposed Swiss articles of association;

6.
To confirm Swiss law as the authoritative legislation governing Tyco International Ltd.;

7.
To confirm the principal place of business of Tyco International Ltd. as Schaffhausen, Switzerland;

8.
To appoint PricewaterhouseCoopers AG, Zurich as special auditor until Tyco International Ltd.'s next annual general meeting;

9.
To elect Deloitte AG as our statutory auditors for a term of one year until Tyco International Ltd.'s next annual general meeting;

10.
To approve the payment of a dividend through a reduction of registered capital.

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.

(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.




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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS
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

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing    Date    Other Filings
3/12/093,  4,  DEF 14A
3/11/09
Filed on:1/16/09DEF 14A
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Filing Submission 0001047469-09-000219   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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