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

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

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 1/16/09  Tyco International Ltd            S-4/A                  9:1.3M                                   Merrill Corp/New/FA

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As filed with the Securities and Exchange Commission on January 16, 2009

Registration No. 333-156042

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

90 Pitts Bay Road, Second Floor
Pembroke HM 08, Bermuda
Telephone: (441) 292-8674
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Judith A. Reinsdorf
Executive Vice President and General Counsel
Tyco International Management Company
9 Roszel Road
Princeton, New Jersey 08540
(609) 720-4200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Steven R. Finley
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
Telephone: (212) 351-4000
Fax: (212) 351-4035

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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				Tyco International Ltd. 90 Pitts Bay Road Second Floor Pembroke HM 08, Bermuda
				Tele: 441 292-8674 Fax: 441 295-9647

January 21, 2009

Dear Shareholder:

        You are cordially invited to attend a Special General Meeting of Shareholders of Tyco International Ltd., which will be held on March 12, 2009, at 9:30 a.m., Atlantic Time, following the 2009 Annual General Meeting at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke, Bermuda. Details of the business to be presented at the Special General Meeting can be found in the accompanying Notice of Special General Meeting and Proxy Statement. We are providing these materials to you in connection with a proposal to change Tyco International Ltd.'s jurisdiction of incorporation from Bermuda to Switzerland.

        Our board of directors unanimously has approved, and is submitting to our shareholders for their approval, proposals to accomplish this change of jurisdiction. We will be asking you to approve the change of our jurisdiction of incorporation from Bermuda to Schaffhausen, Switzerland and to approve a number of organizational matters necessary to accomplish the change in domicile. We call this process, in which Tyco will continue to exist as the same company but will discontinue its Bermuda status and continue its corporate existence in Switzerland, a "Change of Domicile." If approved, you would hold shares in Tyco as a Swiss corporation rather than as a Bermuda company. The number of shares you will own in Tyco International, the Swiss corporation, will be the same as the number of shares you hold in Tyco International, the Bermuda company, immediately prior to the Change of Domicile, and your relative economic interest in Tyco will be unchanged.

        After the completion of the Change of Domicile, Tyco as a Swiss corporation will continue to conduct the same business operations as conducted by, and to own the same assets as owned by, Tyco as a Bermuda company. Our shares will continue to be listed on the New York Stock Exchange under the symbol "TYC." Upon completion of the Change of Domicile, we will remain subject to the U.S. Securities and Exchange Commission reporting requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the New York Stock Exchange, and we will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles.

        After careful consideration of our country of domicile over a number of years, our board of directors has concluded that incorporation in Switzerland, a major business center known for its economic and political stability and financial sophistication, is in the best interests of Tyco International and our shareholders. We believe that a Change of Domicile from Bermuda to Switzerland will produce important economic and operational benefits for us, and will help ensure our continued competitiveness in global markets.

        We have a well-established presence in Switzerland and today employ approximately 400 people there, primarily in our fire and security businesses, as well as in certain key corporate functions. With the Change of Domicile, we expect an increase in our presence in Switzerland.

        Under U.S. tax law, holders of our shares are not expected to recognize gain or loss on the Change of Domicile.

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        This proxy statement provides you with detailed information regarding the Change of Domicile. We encourage you to read this entire document carefully. You should carefully consider "Risk Factors" beginning on page 19 for a discussion of risks before voting at the meeting. We hope you are planning to attend the meeting. Your vote is important. Whether or not you are able to attend, it is important that your shares be represented at the meeting. Accordingly, we ask that you please complete, sign, date and return the enclosed proxy card at your earliest convenience.

        On behalf of the board of directors and the management of Tyco International Ltd., I extend our appreciation for your continued support.

		Yours sincerely,
		Edward D. Breen Chairman and Chief Executive Officer

Tyco International Ltd.
90 Pitts Bay Road, Second Floor, Pembroke HM 08, Bermuda

2009 Special General Meeting Proxy Statement

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TYCO INTERNATIONAL LTD.

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 12, 2009

        NOTICE IS HEREBY GIVEN that a Special General Meeting of Shareholders of Tyco International Ltd. will be held on March 12, 2009, at 9:30 a.m., Atlantic Time, following the 2009 Annual General Meeting, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke, Bermuda for the following purposes:

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 our continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation (the "Change of Domicile").



2.

If the Change of Domicile is approved, to consider and approve a resolution that will have the effect of increasing our registered share capital so that we will be able to pay dividends without being required to withhold Swiss taxes. Under Swiss law, dividend payments made prior to January 1, 2011 would be subject to Swiss withholding taxes unless the payments took the form of a return of capital from our registered share capital. The proposal to increase our registered share capital entails several steps under the Bermuda Companies Act, including a roughly 1-for-9 reverse share split (a "consolidation") followed by the issuance of approximately 8 fully paid-up shares per outstanding share at the new par value. This issuance will be funded by capitalizing share premium, thereby reclassifying it to registered share capital. Giving effect to these steps, our shareholders will hold the same number of shares, with an increased par value, immediately following the Change of Domicile as they held before it.



3.

If the Change of Domicile is approved and as required by Swiss law, to approve our corporate name as Tyco International Ltd.



4.

If the Change of Domicile is approved and as required by Swiss law, to change our corporate purpose.



5.

If the Change of Domicile is approved and as required by Swiss law, to approve our Swiss articles of association.



6.

If the Change of Domicile is approved and as required by Swiss law, to confirm Swiss law as the authoritative governing legislation.



7.

If the Change of Domicile is approved and as required by Swiss law, to confirm our principal place of business as Schaffhausen, Switzerland.



8.

If the Change of Domicile is approved, to appoint PricewaterhouseCoopers AG, Zurich as special auditor until our next annual general meeting.



9.

If the Change of Domicile is approved and as required by Swiss law, to elect Deloitte AG as our statutory auditors for a term of one year until our next annual general meeting.



10.

If the Change of Domicile is approved: (i) to approve the return of capital through a capital reduction in an amount equal to $0.80 per share, converted into Swiss francs using the most recently available noon buying rate in New York certified by the Federal Reserve Bank of New York for customs purposes as of the close of business on March 11, 2009 and to pay such amount as dividends in four equal quarterly installments at such times during the period through our next annual general meeting as shall be determined by the board of directors; (ii) to acknowledge the confirmation of PricewaterhouseCoopers AG, Zurich, that the par value of our capital after the reduction of capital is still covered according to Swiss law; and

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(iii) to approve the creation of authorized and conditional capital based on the reduced capital amount.

11.

If there are insufficient votes at the time of the meeting to approve the Change of Domicile, to approve the motion to adjourn the meeting to a later date to solicit additional proxies.

        We refer to the proposals conditioned on approval of the Change of Domicile, i.e., proposals 2 through 10 above, as the "Swiss Organizational Proposals."

        This Notice of Special General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 21, 2009 to each holder of record of Tyco International Ltd. shares at the close of business on January 16, 2009. Only holders of record of our shares on January 16, 2009 are entitled to notice of, and to attend and vote at, the Special General Meeting and any adjournment or postponement thereof. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card to ensure that your shares are represented at the meeting. Shareholders of record who attend the meeting may vote their shares personally, even though they have sent in proxies.

		By Order of the Board of Directors,
		Judith A. Reinsdorf Executive Vice President and General Counsel

January 21, 2009

PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. THE PROXY IS REVOCABLE AND IT WILL NOT BE USED IF YOU: GIVE WRITTEN NOTICE OF REVOCATION TO THE SECRETARY AT TYCO INTERNATIONAL LTD., 90 PITTS BAY ROAD, SECOND FLOOR, PEMBROKE HM 08, BERMUDA PRIOR TO THE VOTE TO BE TAKEN AT THE MEETING; LODGE A LATER-DATED PROXY; OR ATTEND AND VOTE PERSONALLY AT THE MEETING.

2009 Special General Meeting Proxy Statement

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2009 Special General Meeting Proxy Statement            i

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INFORMATION ABOUT THIS PROXY STATEMENT AND
THE SPECIAL GENERAL MEETING

Questions and Answers about Voting Your Shares

2009 Special General Meeting Proxy Statement            1

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2009 Special General Meeting Proxy Statement            3

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Returning Your Proxy Card

        Shareholders should complete and return the proxy card as soon as possible. In order to assure that your proxy is received in time to be voted at the meeting, the proxy card must be completed in accordance with the instructions and received at any one of the addresses set forth below by the times (being local times) and dates specified:

        If your shares are held in street name, you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds Tyco International shares on your behalf.

6            2009 Special General Meeting Proxy Statement

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QUESTIONS AND ANSWERS ABOUT THE CHANGE OF DOMICILE

Q:

What am I being asked to vote on at the Special General Meeting?

A:

You are being asked to vote on proposals that will effect a change in our jurisdiction of incorporation from Bermuda to Switzerland. As a result of the Change of Domicile, Tyco International will continue to exist as the same company but will discontinue its existence as a Bermuda company and continue as a corporation incorporated in Switzerland.

You also are being asked to vote on a proposal to adjourn the Special General Meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the Special General Meeting to approve the Change of Domicile proposals. Approval of the adjournment proposal is not a condition to the Change of Domicile.

Q:

Why do you want to change your jurisdiction of incorporation from Bermuda to Switzerland?

A:

After careful consideration of our country of domicile over a number of years, our board of directors has concluded that incorporation in Switzerland, a major business center known for its economic and political stability and financial sophistication, is in the best interests of Tyco International and our shareholders. We believe that a Change of Domicile from Bermuda to Switzerland will produce important economic and operational benefits for us, and will help ensure our continued competitiveness in global markets.

We have chosen to domicile in Switzerland because it:

•

is the home of a large number of global companies, offering a highly stable economic, political and regulatory environment;



•

has a well-developed network of relationships with major developed and developing countries globally;



•

has a stable and developed tax regime and is party to reliable tax treaties with numerous countries, including the United States; and



•

is already an established base for certain of our European operations.

As a major Swiss corporation, we will be able to take advantage of Switzerland's well-established and long-standing network of commercial and tax treaties. We believe that the Change of Domicile will improve our ability to maintain a competitive worldwide effective corporate tax rate.

This is not the first time that our shareholders have been asked to vote on a potential change of domicile. In 2003, our board of directors evaluated the potential benefits, costs and disadvantages of remaining a Bermuda company versus reincorporating in another jurisdiction, specifically the United States. Based on its evaluation, our board of directors concluded that moving our jurisdiction of incorporation to the U.S. would have had substantial negative financial consequences for Tyco International and also would have negative consequences for certain of our shareholders. At the time, we estimated that, had Tyco International been a U.S. corporation during fiscal year 2003, the effective tax rate on our income from continuing operations excluding special charges would have increased to more than 35%, resulting in significant declines in our net income and earnings per share. We believe that similar declines would result if Tyco International became a U.S. corporation today. At both the 2003 and 2004 Annual General Meetings, shareholders voted on a proposal to "urge Tyco's board of directors to take the measures necessary to change Tyco's jurisdiction of incorporation" from Bermuda to Delaware (in 2003) and any U.S. state (in 2004). Each year, shareholders overwhelmingly rejected these proposals, which we believe reflected shareholders' desire that we minimize our worldwide effective corporate tax rate.

2009 Special General Meeting Proxy Statement            7

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In its current consideration of a potential change of domicile, our board of directors has taken into account both the results of its prior evaluation and the outcome of the 2003 and 2004 shareholder votes. It also has considered legislation introduced in the U.S. Congress to limit tax treaty benefits and legislation that otherwise targets companies that are domiciled in countries like Bermuda—for example, by limiting the ability of such companies to enter contracts with U.S. federal or state governmental authorities. If enacted, such legislation could have a material and adverse impact on Tyco International and its shareholders. In light of these considerations, and to obtain the economic and operational benefits of being a Swiss corporation that are described above, our board of directors has proposed the Change of Domicile.

Although we expect that the Change of Domicile will provide us with important benefits and help us maintain our worldwide effective corporate tax rate, we cannot assure you that these anticipated results will be realized. Moreover, the Change of Domicile will expose you and us to some risks. Please see the discussion under "Risk Factors." Our board of directors has considered both the potential advantages of the Change of Domicile and these risks and unanimously has approved the Change of Domicile and has recommended that shareholders vote for the Change of Domicile and the Swiss Organizational Proposals.

Q:

Will Tyco International be the same entity before and after the Change of Domicile?

A:

Yes. The Change of Domicile involves, for all practical purposes, the exchange of one charter for another. It does not create a new company. We will be the same entity before and after the Change of Domicile.

Q:

Will the Change of Domicile affect our current or future operations?

A:

We believe that the Change of Domicile can have positive implications for our businesses with respect to certain of our customers but otherwise should have no material impact on how we conduct our day-to-day operations.

Q:

Will the Change of Domicile dilute my economic interest?

A:

The Change of Domicile will not dilute your economic interest in Tyco International. Immediately after the Change of Domicile, the number of our issued and outstanding shares will be the same as the number of our issued and outstanding shares immediately before the Change of Domicile. In connection with the Change of Domicile, we expect to cancel all but 6.0 million of the approximately 26.8 million shares we currently hold directly or indirectly (through a subsidiary) in treasury.

Q:

Are changes being made to the par value of the shares?

A:

Yes. Contingent upon the approval of the Change of Domicile, we will implement several steps that will increase our registered share capital, which, on a per share basis, is referred to as par value. Certain steps necessary to accomplish this increase require shareholder authorization, and we are asking for shareholders to vote on the increase in "Proposal No. 2—Change in Par Value". We are taking these steps to increase our registered share capital to facilitate the continuation of our recent dividend policy, free of Swiss withholding taxes, once we have continued as a Swiss corporation. For additional information on the various steps we are taking, and for more information on the reasons for and effect of the change in par value, see "Proposal No. 2—Change in Par Value."

Q:

What are the material tax consequences of the Change of Domicile?

A:

Please read the following four questions and answers regarding some of the potential tax consequences of the Change of Domicile. Please refer to "Material Tax Considerations" beginning on page 80 for a description of the material U.S. federal income tax and Swiss tax consequences of

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the Change of Domicile to our shareholders. Determining the actual tax consequences to you of the Change of Domicile may be complex and will depend on your specific situation. We urge you to consult your tax adviser for a full understanding of the tax consequences to you of the Change of Domicile.

Q:

Is the Change of Domicile taxable to me?



A:

Under U.S. tax law, holders of our shares are not expected to recognize gain or loss on the Change of Domicile. Under Swiss tax law, no tax is due for our non-Swiss holders on the Change of Domicile.



Q:

Is the increase in the par value of each of my shares taxable to me?



A:

Under U.S. federal income tax law, holders of our shares are not expected to recognize gain or loss upon the contemplated increase in the par value of our shares immediately prior to the Change of Domicile. For Swiss tax residents, the increase in par value prior to the Change of Domicile is generally subject to federal, cantonal and communal income taxation for individual Swiss holders at the time the par value is increased. Some Swiss cantons postpone this tax until the repayment of the increased par value, rather than imposing the tax at the time of the increase. All shareholders are urged to consult their tax advisers regarding the tax consequences to them of the increase of par value.



Q:

Is the Change of Domicile a taxable transaction for Tyco International?



A:

No. We do not expect the Change of Domicile to be a taxable transaction for Tyco International.



Q:

Will there be Swiss withholding tax on future share repurchases, if any?



A:

Consistent with our current practice, we expect to repurchase shares free of withholding taxes. Under current Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax. The repurchase of shares for purposes other than capital reduction, such as to retain treasury shares for use in connection with stock incentive plans, convertible debt or other instruments within certain periods, are not expected to be subject to Swiss withholding tax. In addition, for shares repurchased for capital reduction, the portion of the repurchase price attributable to the par value of the shares repurchased will not be subject to Swiss withholding tax. Beginning on January 1, 2011, subject to the adoption of implementing regulations and amendments to Swiss tax law, the portion of the repurchase price attributable to contributed surplus for Swiss statutory reporting purposes of the shares repurchased also will not be subject to Swiss withholding tax. Upon completion of the Change of Domicile, we expect to have a registered share capital equal to the Swiss franc equivalent of $3.5 billion (a par value per share of approximately $7.31 based on the number of shares expected to be issued and outstanding immediately following the Change of Domicile) and contributed surplus of approximately $31.4 billion, with total shareholders' equity remaining unchanged at approximately $15.5 billion.

Q:

Will there be Swiss withholding tax on any future dividends?

A:

We do not expect to pay Swiss withholding taxes on dividends in the foreseeable future. Under current Swiss tax law, distributions to shareholders made in the form of a reduction of registered share capital (par value per share) are exempt from Swiss withholding tax. We believe that we will have sufficient registered share capital to pay dividends to our shareholders free of Swiss withholding taxes through at least January 1, 2011. Beginning on January 1, 2011, subject to the adoption of implementing regulations and amendments to Swiss tax law, distributions to shareholders made out of contributed surplus will be exempt from Swiss withholding taxes. We

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believe that we will have sufficient contributed surplus (along with any excess registered share capital) after January 1, 2011 to pay dividends to our shareholders without being required to pay Swiss withholding taxes for the foreseeable future. Immediately following the Change of Domicile, we expect our registered share capital and contributed surplus to approximate $35 billion, and this represents the approximate amount that we expect to be able to distribute to our shareholders free of Swiss withholding taxes. However, it is important to note that reductions in registered share capital must be denominated in Swiss francs, which can be converted to U.S. dollars on the payment date, while distributions out of contributed surplus may be denominated and paid in U.S. dollars.

Dividends that are not made in the form of a capital reduction or that are not made out of contributed surplus are subject to a Swiss withholding tax of 35%, regardless of the place of residency of the shareholder. If we were to make any such ordinary dividend payment, we would be required to withhold at the 35% rate and remit the amounts on a net basis to the Swiss federal tax authorities.

Q:

What is contributed surplus?

A:

Under Swiss statutory reporting requirements, contributed surplus per share represents the amount by which the issue price of a share exceeds its par value. Contributed surplus, subject to the restrictions described under "Description of Shares—Dividends" and "Description of Shares—Repurchases of Registered Shares," may be returned to shareholders, including through dividends and share repurchases. Beginning January 1, 2011, subject to the adoption of implementing regulations and amendments to Swiss tax law, distributions to shareholders out of contributed surplus should be exempt from Swiss withholding tax. Currently, only distributions in relation to a reduction of registered share capital (or par value per share) are exempt from Swiss withholding tax. Please note that our contributed surplus for statutory reporting purposes will not be the same as contributed surplus reflected on our consolidated financial statements prepared in accordance with U.S. GAAP.

Q:

How will contributed surplus for Swiss purposes be determined?

A:

Contributed surplus on our initial balance sheet in Switzerland will be based on Tyco International Ltd.'s unconsolidated parent company balance sheet as of December 26, 2008, prepared in accordance with U.S. GAAP. Because such financial statements currently are not available, for illustrative purposes, we present below Tyco International Ltd.'s unaudited unconsolidated parent company balance sheet as of September 26, 2008, prepared in accordance with U.S. GAAP, and as adjusted to reflect the Change of Domicile. We do not expect any material changes to contributed surplus or to Tyco International Ltd.'s other equity accounts between the unconsolidated balance sheets as of September 26, 2008 and December 26, 2008. As part of the Change of Domicile and pursuant to Section 7 of our Amended and Restated Bye-laws, our board of directors will reallocate a portion of share premium, equal to approximately $13.1 billion, to contributed surplus. The remaining share premium, equal to approximately $3.8 billion, will be used to (i) fully pay-up shares issued as part of the Change of Domicile, thereby increasing registered share capital to $3.5 billion and (ii) establish a general reserve account for Swiss statutory purposes by allocating $700 million from share premium to the new general reserve. As a result, Tyco International Ltd's initial parent company balance sheet in Switzerland will include the Swiss franc equivalent of (i) registered share capital of $3.5 billion, divided among approximately 478.8 million shares outstanding with a par value per share of $7.31 (based on the number of shares outstanding on September 26, 2008 and assuming that 6.0 million shares continue to be held indirectly in treasury by a subsidiary), (ii) a general reserve of $700 million and (iii) a contributed surplus account of approximately $31.4 billion, with (iv) total shareholders' equity remaining unchanged at $15.5 billion. It is important to note that the parent

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company balance sheet at December 26, 2008 will be unconsolidated, prepared in accordance with U.S. GAAP for Swiss legal purposes, and stated in Swiss francs. It does not replace our U.S. GAAP consolidated balance sheet. In addition, additional adjustments to the U.S. GAAP unconsolidated balance sheet may be necessary to meet Swiss legal requirements. We do not expect any such adjustments to have a material impact to total shareholders' equity. The adjustments to the unconsolidated parent company balance sheet below assume that the number of outstanding shares (excluding treasury shares) is the same before and after the Change of Domicile, that we retain 6.0 million shares as treasury shares held by a subsidiary, and that the US$/Swiss franc exchange rate is 1.09 (the rate in effect on January 6, 2009):

(1)

Adjustment reflects the distribution of 15,952,786 shares, par value $0.80 per share, to Tyco International from a subsidiary.

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(2)

Adjustment reflects the cancellation of all 4,882,081 shares held by Tyco International Ltd. at cost. As a result of the cancellation of these shares and the cancellation of the shares distributed to Tyco International Ltd. by its subsidiary, the adjusted number of shares held indirectly in treasury will be 6,000,000.



(3)

Adjustment reflects the issuance, following the approximate 1 for 9 reverse stock split, of approximately 426 million shares with a par value of $7.31 per share. Additionally, adjustment reflects the establishment of a general reserve, as required under Article 671 of the Swiss Code of Obligations, in the amount of $700 million.



(4)

Adjustment reflects the elimination of share premium by reallocating remaining amounts to contributed surplus.

Q:

When do you expect the Change of Domicile to be completed?

A:

We are working towards completing the Change of Domicile as quickly as possible and, assuming the Change of Domicile is approved by the requisite shareholder vote, we expect to complete the Change of Domicile as soon as practicable following such approval. We currently expect to complete the Change of Domicile in March 2009. The Change of Domicile may be abandoned or delayed for any reason by our board of directors at any time prior to the Change of Domicile becoming effective, even though the Change of Domicile may have been approved by our shareholders and all conditions to the Change of Domicile may have been satisfied.

Q:

What will I receive for my shares?

A:

You will hold our shares registered under the laws of Switzerland and will continue to hold the same relative economic interest in Tyco International Ltd. after the Change of Domicile.

Q:

Do I have to take any action if I hold shares held in certificated form?

A:

Yes. If any of your shares are held in certificated form, you will receive a transmittal letter from our transfer agent as soon as practicable after the effective date of the Change of Domicile. The letter of transmittal will contain instructions on how to surrender certificates representing your shares to the transfer agent. Upon receipt of your share certificate, you will be issued the appropriate number of shares electronically in book-entry form. No new shares in book-entry form will be issued to you until you surrender your outstanding certificates, together with the properly completed and executed letter of transmittal, to the transfer agent.

Q:

Do I have to take any action to exchange my shares held in book-entry form?

A:

No. If you hold registered shares in a book-entry form, your shares will be exchanged without any action on your part. After the Change of Domicile, we will issue shares only in uncertificated book-entry form.

Q:

Can I trade shares between the date of this proxy statement and the effective time of the Change of Domicile?

A:

Yes. Our shares will continue to trade during this period.

Q:

After the Change of Domicile, will the shares still be listed on the New York Stock Exchange?

A:

Yes. We will submit an application, if necessary, so that immediately following the Change of Domicile our shares will continue to be listed on the New York Stock Exchange under the symbol "TYC," the same symbol under which our shares currently are listed.

Q:

What vote does the board of directors recommend?

A:

The board of directors unanimously recommends that shareholders vote "FOR" all of the proposals.

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SUMMARY

        This summary highlights selected information from this proxy statement. It does not contain all of the information that is important to you. For a better understanding of the Change of Domicile, and for a more complete legal description of the Change of Domicile, you should read carefully the entire proxy statement, including the annexes. The proposed Swiss articles of association and proposed organizational regulations, which are attached as Annex A and Annex B to this proxy statement, will govern us after the completion of the Change of Domicile. We encourage you to read those documents. Unless otherwise indicated, currency amounts in this proxy statement are stated in United States dollars.

Tyco International Ltd.

        Tyco International Ltd. is a Bermuda exempted company. Our registered and principal office is located at 90 Pitts Bay Road, Second Floor, Pembroke HM 08, Bermuda. Our telephone number at that address is (441) 292-8674 . Our management office in the United States is located at 9 Roszel Road, Princeton, New Jersey 08540. Our telephone number at that address is (609) 720-4000. Our proposed new registered and principal office is located at Freier Platz 10, 8200 Schaffhausen, Switzerland.

The Change of Domicile (see page 26 for more information)

        At the Special General Meeting, we will be asking you to approve the change of our jurisdiction of incorporation from Bermuda to Schaffhausen, Switzerland and to approve a number of organizational matters necessary to accomplish the Change of Domicile. The Change of Domicile will be effected by our discontinuing our existence as a Bermuda company, as provided in Section 132G of The Companies Act 1981 of Bermuda, and, according to article 161 of the Swiss Federal Code on International Private Law, continuing our existence as a Swiss corporation under articles 620 et seq. of the Swiss Federal Code on Obligations (the "Swiss Code"). We also will be asking you to approve a number of changes to our charter documents to facilitate the Change of Domicile and a number of organizational matters required under Swiss law. Under Swiss law, a number of these matters must be voted on separately, and so we will present multiple proposals (the "Swiss Organizational Proposals") to be voted on at the meeting. We have summarized these proposals below.

        First, we will ask you to approve the Change of Domicile.

        Second, we will ask you to approve a resolution that will have the effect of increasing our registered share capital so that we will be able to pay dividends without being required to withhold Swiss taxes.

        Third, Swiss law requires that a number of matters be specifically approved by shareholders, including our name, our corporate purpose, our new share capital, our new Swiss articles of association, the fact that we will be governed by Swiss law and the fact that our principal place of business will be in Schaffhausen, Switzerland. We also will ask you to approve the appointment of a special auditor, which is needed in connection with certain increases and decreases in share capital, and to approve Deloitte AG, in Zurich, the Swiss affiliate of our current auditors, as our statutory auditor.

        We anticipate that the Change of Domicile will become effective as soon as practicable following approval of the shareholders, the filing of our notice of discontinuance with the Bermuda registrar of companies and the filing of our articles of association with the register of commerce in Switzerland.

        As of January 16, 2009, the record date for the Special General Meeting, there were approximately 473,278,114 shares outstanding.

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Reasons for the Change of Domicile (see page 26 for more information)

        After careful consideration of our country of domicile over a number of years, our board of directors has concluded that incorporation in Switzerland, a major business center known for its economic and political stability and financial sophistication, is in the best interests of Tyco International and our shareholders. We believe that a Change of Domicile from Bermuda to Switzerland will produce important economic and operational benefits for Tyco International, and will help ensure our continued competitiveness in global markets.

        We have chosen to domicile in Switzerland because it:

•

is the home of a large number of global companies, offering a highly stable economic, political and regulatory environment;



•

has a well-developed network of relationships with major developed and developing countries globally;



•

has a stable and developed tax regime and is party to reliable tax treaties with numerous countries, including the United States; and



•

is already an established base for certain of our European operations.

        As a major Swiss corporation, we will be able to take advantage of Switzerland's well-established and long-standing network of commercial and tax treaties. We believe that the Change of Domicile will improve our ability to maintain a competitive worldwide effective corporate tax rate.

        This is not the first time that our shareholders have been asked to vote on a potential change of domicile. In 2003, our board of directors evaluated the potential benefits, costs and disadvantages of remaining a Bermuda company versus reincorporating in another jurisdiction, specifically the United States. Based on its evaluation, our board of directors concluded that moving our jurisdiction of incorporation to the U.S. would have had substantial negative financial consequences for Tyco International and also would have negative consequences for certain of our shareholders. At the time, we estimated that, had Tyco International been a U.S. corporation during fiscal year 2003, the effective tax rate on our income from continuing operations excluding special charges would have increased to more than 35%, resulting in significant declines in our net income and earnings per share. We believe that similar declines would result if Tyco International became a U.S. corporation today. At both the 2003 and 2004 Annual General Meetings, shareholders voted on a proposal to "urge Tyco's board of directors to take the measures necessary to change Tyco's jurisdiction of incorporation" from Bermuda to Delaware (in 2003) and any U.S. state (in 2004). Each year, shareholders overwhelmingly rejected these proposals, which we believe reflected shareholders' desire that we minimize our worldwide effective corporate tax rate.

        In its current consideration of a potential change of domicile, our board of directors has taken into account both the results of its prior evaluation and the outcome of the 2003 and 2004 shareholder votes. It also has considered legislation introduced in the U.S. Congress to limit tax treaty benefits and legislation that otherwise targets companies that are domiciled in countries like Bermuda—for example, by limiting the ability of such companies to enter into contracts with U.S. federal or state governmental authorities. If enacted, such legislation could have a material and adverse impact on Tyco International and its shareholders. In light of these considerations, and to obtain the economic and operational benefits of being a Swiss corporation that are described above, our board of directors has proposed the Change of Domicile.

        Although we expect that the Change of Domicile will provide Tyco International with important benefits and help us maintain our worldwide effective corporate tax rate, we cannot assure you that these anticipated results will be realized. Moreover, the Change of Domicile will expose you and us to some risks. Please see the discussion under "Risk Factors." Our board of directors has considered both

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the potential advantages of the Change of Domicile and these risks and unanimously has approved the Change of Domicile and has recommended that shareholders vote for the Change of Domicile and the Swiss Organizational Proposals.

Effects of the Change of Domicile (see page 78 for more information)

        After the Change of Domicile, we will remain in existence as the same corporation, but as a Swiss corporation rather than a Bermuda company. You will continue to own an interest in the same parent company that will continue to conduct the same business operations as conducted by, and to own the same assets as owned by, it before the Change of Domicile. The number of shares you will own will be the same as the number of shares you owned immediately prior to the Change of Domicile, and your relative economic interest will be unchanged.

        Upon completion of the Change of Domicile, we will continue to be responsible for our existing obligation to deliver shares in connection with awards granted under our incentive plans, warrants or other outstanding rights. Immediately after the Change of Domicile, we will have issued and outstanding the same number of shares as we had issued and outstanding immediately before the completion of the Change of Domicile (disregarding treasury shares, a portion of which we expect to cancel). For a discussion of the reasons for the change in the par value of our shares, how the estimated new par value of 7.97 Swiss francs per share was calculated and how the actual par value of our shares upon completion of the Change of Domicile will be calculated, see "The Change of Domicile—Change of Par Value" and "Proposal No. 2—Change in Par Value."

        Upon completion of the Change of Domicile, we will remain subject to the U.S. Securities and Exchange Commission reporting requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the New York Stock Exchange, and we will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles.

Rights of Shareholders (see page 62 for more information)

        The completion of the Change of Domicile will change the governing law that applies to our shareholders from Bermuda law to Swiss law. Many of the principal attributes of our shares will be similar. There are, however, differences between your rights under Swiss law and under Bermuda law, and there are differences between our current memorandum of association and Amended and Restated Bye-laws and the proposed articles of association and organizational regulations that will apply to us after we continue as a Swiss corporation. We discuss these differences in detail under "Description of Swiss Shares" and "Comparison of Rights of Shareholders." A copy of our proposed Swiss articles of association and organizational regulations are attached as Annex A and Annex B, respectively, to this proxy statement.

Tax Considerations (see page 79 for more information)

        Under U.S. tax law, holders of our shares are not expected to recognize gain or loss on the Change of Domicile. Under Swiss tax law, no tax is due for non-Swiss holders of our shares on the Change of Domicile. Please refer to "Material Tax Considerations" for a description of the material U.S. federal income tax and Swiss tax consequences of the Change of Domicile to our shareholders. Determining the actual tax consequences of the Change of Domicile to you may be complex and will depend on your specific situation. We urge you to consult your tax adviser for a full understanding of the tax consequences of the Change of Domicile to you.

Stock Exchange Listing

        We will submit an application, if necessary, so that our shares will continue to be listed on the New York Stock Exchange under the symbol "TYC," the same symbol under which our shares currently

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are listed. We expect to discontinue our listing on the Bermuda Stock Exchange shortly after the Change of Domicile.

Market Price Information (see page 89 for more information)

        On December 9, 2008, the last trading day before the public announcement of the Change of Domicile, the closing price of our shares on the New York Stock Exchange was $22.44 per share. On January 15, 2009, the most recent practicable date before the date of this proxy statement, the closing price of our shares was $22.76 per share.

No Appraisal Rights

        Under Bermuda law, our shareholders do not have any right to an appraisal of the value of their shares or payment for them in connection with the Change of Domicile.

Accounting Treatment of the Change of Domicile

        Under U.S. GAAP, the assets and liabilities on our financial statements after the Change of Domicile will be reflected at their historical carrying amounts in our financial statements at the time of the Change of Domicile.

Special General Meeting (see page 23 for more information)

Time, Place, Date and Purpose

        The Special General Meeting will be held on March 12, 2009 at 9:30 a.m., Atlantic time, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke, Bermuda. At the Special General Meeting, the board of directors will ask the shareholders:

•

To consider and approve a resolution to approve our discontinuance from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and to continue our existence as a Swiss corporation according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations.



•

If the Change of Domicile is approved, to consider and approve a resolution that will have the effect of increasing our registered share capital so that we will be able to pay dividends without being required to withhold Swiss taxes. Under Swiss law, dividend payments made prior to January 1, 2011 would be subject to Swiss withholding taxes unless the payments took the form of a return of capital from registered share capital. The proposal to increase our registered share capital entails several steps under the Bermuda Companies Act, including a roughly 1-for-9 reverse share split (a "consolidation") followed by the issuance of approximately 8 fully paid-up shares per outstanding share at the new par value. This issuance will be funded by capitalizing a portion of share premium, thereby reclassifying it to registered share capital. Giving effect to these steps, our shareholders will hold the same number of shares, with an increased par value, immediately following the Change of Domicile as they held before it.



•

If the Change of Domicile is approved and as required by Swiss law, to approve our corporate name as Tyco International Ltd.



•

If the Change of Domicile is approved and as required by Swiss law, to change our corporate purpose.



•

If the Change of Domicile is approved and as required by Swiss law, to approve our Swiss articles of association.

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•

If the Change of Domicile is approved and as required by Swiss law, to confirm Swiss law as the authoritative governing legislation.



•

If the Change of Domicile is approved and as required by Swiss law, to confirm our principal place of business as Schaffhausen, Switzerland.



•

If the Change of Domicile is approved, to appoint PricewaterhouseCoopers AG, Zurich as special auditor until our next annual general meeting.



•

If the Change of Domicile is approved and as required by Swiss law, to elect Deloitte AG as our statutory auditors for a term of one year until our next annual general meeting.



•

If the Change of Domicile is approved, (i) to approve the return of capital through a capital reduction in an amount equal to $0.80 per share, converted into Swiss francs using the most recently available noon buying rate in New York certified by the Federal Reserve Bank of New York for customs purposes as of the close of business on March 11, 2009 and to pay such amount as dividends in four equal quarterly installments at such times during the period through our next annual general meeting as shall be determined by the board of directors, (ii) to acknowledge the confirmation of PricewaterhouseCoopers AG, Zurich, that the par value of our capital after the reduction of capital is still covered according to Swiss law and (iii) to approve the creation of authorized and conditional capital based on the reduced capital amount.



•

If there are insufficient votes at the time of the meeting to approve the Change of Domicile, to approve the motion to adjourn the meeting to a later date to solicit additional proxies.

Record Date

        Only holders of record of our shares on January 16, 2009 are entitled to notice of and to vote at the Special General Meeting or any adjournment or postponement of the Special General Meeting.

Quorum

        The presence, in person or by proxy, of the holders of a majority of the shares outstanding and entitled to vote at the Special General Meeting constitutes a quorum for the conduct of business. Abstentions will be counted as present for purposes of determining whether there is a quorum in respect of the proposals. "Broker non-votes" will not be counted as present for purposes of determining whether there is a quorum in respect of the proposals.

Recommendation of the Board of Directors

        The board of directors unanimously recommends that our shareholders vote "FOR" all of the proposals, including the adjournment proposal, which is not a condition to the Change of Domicile.

Required Vote

        Under Bermuda law, the Change of Domicile requires the approval of a majority of the shares present and voting on the proposals at the Special General Meeting, whether in person or by proxy. Bermuda law also requires the same majority to approve an adjournment. See "The Special General Meeting—Record Date; Voting Rights; Vote Required for Approval."

Proxies (see page 24 for more information)

General

        A proxy card is being sent to each shareholder as of the record date. If you properly received a proxy card, you may grant a proxy to vote on the proposals by appropriately marking your proxy card,

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executing it in the space provided, dating it and returning it to us. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares. If you timely have submitted a properly executed proxy card or provided your voting instructions by telephone or on the Internet and clearly indicated your votes, your shares will be voted as indicated.

Revocation

        You may change your vote in one of three ways at any time before it is exercised:

•

notify our Secretary in writing before the Special General Meeting that you are revoking your proxy;



•

submit another proxy card (or voting instruction card if you hold your shares in street name) with a later date; or



•

if you are a holder of record, or a beneficial holder with a proxy from the holder of record, vote in person at the Special General Meeting.

        Your attendance alone, however, will not revoke your proxy.

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RISK FACTORS

        Before you decide how to vote on the Change of Domicile, you should consider carefully the following risk factors, in addition to the other information contained in this proxy statement/prospectus and the documents incorporated by reference, including our Annual Report on Form 10-K for the year ended September 26, 2008 and subsequent filings with the SEC.

Following the Change of Domicile, it is likely that we will be removed from the S&P 500 stock index and other indices, which we expect would have an adverse impact on our share price.

        Our shares currently are a component of the Standard & Poor's 500 Index and other indices. Based on current S&P guidelines, we believe it is likely that S&P would remove our shares as a component of the S&P 500 upon the Change of Domicile. Although we are uncertain as to when S&P would take this action, we do not believe that it would be effective until after the Special General Meeting. S&P has removed the shares of other companies that recently changed their jurisdictions of incorporation to Switzerland. Similar issues could arise with respect to whether our shares will continue to be included as a component in other indices or funds that impose a variety of qualifications that could be affected by the Change of Domicile. If our shares are removed as a component of the S&P 500 or other indices or no longer meet the qualifications of such funds, institutional investors that are required to track the performance of the S&P 500 or such other indices or the funds that impose those qualifications would be required to sell their shares, which we expect would adversely affect the price of our shares. Any such adverse impact on the price of our shares could be magnified by the current heightened volatility in the financial markets.

Legislative action by the U.S. Congress could materially, adversely affect us despite the Change of Domicile.

        Legislative action could be taken by the U.S. Congress which, if ultimately enacted, could override tax treaties upon which we rely, which would adversely affect our worldwide effective corporate tax rate despite the Change of Domicile. We cannot predict the outcome of any specific legislative proposals. However, if proposals were enacted that had the effect of disregarding the Change of Domicile or limiting our ability as a Swiss company to take advantage of the tax treaties between Switzerland and the U.S., we could be subjected to increased taxation, despite the Change of Domicile. Also, various U.S. federal and state legislative proposals have been introduced in recent years that deny, or would deny, government contracts to U.S. companies that move their locations abroad to places like Bermuda. We cannot assure you that moving our jurisdiction of incorporation to Switzerland will eliminate the risk that these contract bans will apply to us.

        In addition, there continues to be negative publicity regarding, and criticism of, companies that conduct substantial business in the U.S. but are domiciled in countries like Bermuda. We cannot assure you that there will not be similar criticism of our change of jurisdiction of incorporation to Switzerland.

Until January 1, 2011, we must declare and pay dividends in the form of reductions of registered share capital, which must be stated in Swiss francs, to avoid adverse tax consequences. Any currency fluctuations between the U.S. dollar and Swiss francs will affect the dollar value of the dividends we pay.

        Under Swiss law, payments that are made to shareholders in the form of a return of registered share capital do not require the payment of withholding taxes to Swiss authorities, while ordinary dividend payments require that such taxes be withheld. Swiss corporate law requires that any payments made to shareholders in the form of a return of capital must be denominated in Swiss francs. After January 1, 2011, dividend payments may be made out of contributed surplus without having to pay withholding taxes, and these payments can be denominated and paid in U.S. dollars. Therefore, until January 1, 2011, we expect to pay dividends in the form of a return of registered share capital, and these dividends will be denominated in Swiss francs. We expect our transfer agent to make these

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dividend payments in U.S. dollars converted at the U.S. dollar to Swiss franc exchange rate shortly before the payment date. As a result, shareholders will be exposed to fluctuations in the value of the U.S. dollar relative to the Swiss franc between the date used for purposes of calculating the Swiss franc amount of any proposed capital reduction (which will typically be on or about the date of our annual general meeting) and the relevant payment date, which will not be shorter than two months and could be as long as a year.

Certain of your rights as a shareholder will change as a result of the Change of Domicile.

        Because of differences between Swiss law and Bermuda law and differences between the governing documents of Swiss and Bermuda companies, your rights as a shareholder will change if the Change of Domicile is completed. For a description of these differences, see "Description of Swiss Shares" and "Comparison of Rights of Shareholders." These differences could cause our shares to be less attractive to you and other shareholders.

As a result of increased shareholder approval requirements, we may have less flexibility as a Swiss corporation than as a Bermuda company with respect to certain aspects of capital management.

        Under Bermuda law, our directors may issue, without further shareholder approval, any shares authorized in our memorandum of association that are not already issued or reserved. Bermuda law also provides substantial flexibility in establishing the terms of preferred shares. In addition, our board of directors currently has the right, subject to statutory limitations, to declare and pay dividends on our shares without a shareholder vote. Swiss law will allow our shareholders to authorize share capital that can be issued by the board of directors without shareholder approval, but this authorization will be limited to 50% of the existing registered share capital and must be renewed by the shareholders every two years. Additionally, subject to specified exceptions, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares. Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares. Swiss law also reserves for approval by shareholders many corporate actions over which our board of directors currently has authority. We cannot assure you that situations will not arise where such flexibility would have provided substantial benefits to our shareholders.

As a result of the increase in par value of our shares, we may have less flexibility with respect to certain aspects of capital management.

        In connection with the Change of Domicile, we will significantly increase the par value of our shares. Currently the par value of our shares is $0.80. Based on a 1:1.09 US$/Swiss franc exchange rate and the number of issued and outstanding ordinary shares as of January 6, 2009, the new par value of our shares would have been approximately CHF 7.97 (or $7.31). Under Swiss law, we generally may not issue registered shares for an amount below par value. As of January 6, 2009, the closing price of our ordinary shares on the NYSE was $24.57 (or approximately CHF 26.78). In the event there is a need to raise common equity capital at a time when the trading price of our registered shares is below our par value, we would need to obtain approval of our shareholders to decrease the par value of our registered shares. We cannot assure you that we would be able to obtain such shareholder approval. Obtaining shareholder approval also would require filing a preliminary proxy statement with the SEC and convening a meeting of shareholders which would delay any capital raising plans. If we were to receive shareholder approval to reduce the par value of our registered shares, the reduction would decrease our ability to pay dividends as a repayment of share capital, which may subject you to Swiss withholding tax. See "After the Change of Domicile, we might not be able to make distributions or repurchase shares without subjecting you to Swiss withholding tax."

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After the Change of Domicile, we might not be able to make distributions or repurchase shares without subjecting you to Swiss withholding tax.

        If we are not successful in our efforts to make distributions, if any, through a reduction of registered share capital (or par value per share) or, after January 1, 2011, pay dividends out of contributed surplus, then any dividends that we pay generally would be subject to a Swiss federal withholding tax at a rate of 35%. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. Dividends paid on our shares currently are not subject to withholding tax in Bermuda. A U.S. holder that qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, which we refer to as the "U.S.-Swiss Treaty," may apply for a refund of the tax withheld in excess of the 15% treaty rate (or for a full refund in case of qualified pension funds). Payment of a capital distribution in the form of a reduction of registered share capital is not subject to Swiss withholding tax. There can be no assurance, however, that our shareholders would approve a reduction in our registered share capital, that we would be able to meet the other legal requirements for a reduction of registered share capital or that Swiss withholding rules would not be changed in the future. In addition, over the long term, the amount of registered share capital available for reductions will be limited. If we are unable to make a distribution through a reduction in registered share capital or, after January 1, 2011, pay a dividend out of contributed surplus, we might not be able to make distributions without subjecting you to Swiss withholding taxes.

The Change of Domicile might not allow us to continue to maintain a competitive worldwide effective corporate tax rate.

        We believe that the Change of Domicile should improve our ability to maintain a competitive worldwide effective corporate tax rate, but we cannot give any assurance as to what our effective tax rate will be after the Change of Domicile. Our actual effective tax rate may vary from our expectations, and that variance could be material. In addition, the tax laws of Switzerland, the United States and other jurisdictions could change in the future, and those changes could cause a material change in our effective tax rate.

The par value change could result in adverse tax consequences to you.

        Depending upon your circumstances, for other than U.S. shareholders and certain Swiss shareholders, you may be taxed on the par value change. For a more detailed description of the tax consequences associated with the par value change, please read "Material Tax Considerations." You should consult your tax advisor regarding applicable tax consequences.

We will be subject to various Swiss taxes as a result of the Change of Domicile.

        Although we do not expect Swiss taxes materially to affect our worldwide effective corporate tax rate, we will be subject to additional corporate taxes in Switzerland as a result of the Change of Domicile. Switzerland imposes a corporate Federal income tax for holding companies at an effective tax rate of 7.83%, although we should be entitled to a "participation relief" that in most cases will effectively eliminate any Swiss taxation on the profits of our subsidiaries paid by them to us as dividends as well as on capital gains related to the sale of participations. We also will be subject to a Swiss issuance stamp tax levied on share issuances, other than in connection with the Change of Domicile, or increases of our share capital at a rate of 1% of the fair market value of the issuance or increase. In addition, we will be subject to Swiss issuance stamp tax on our debt issuances at a rate of 0.12% per year of duration and some other Swiss indirect taxes (e.g., VAT and Swiss securities transfer stamp tax). We currently are not subject to income, capital, stamp or issuance taxes in Bermuda.

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The Change of Domicile will result in additional direct and indirect costs, even if the Change of Domicile is not completed.

        Although we do not expect these costs to be material, we will incur additional direct costs as a result of the Change of Domicile. Following the Change of Domicile, we will hold certain board meetings, management meetings and annual general meetings in Switzerland. We also expect to increase our presence in Switzerland and incur costs and expenses, including professional fees, to comply with Swiss corporate and tax laws. In addition, we expect to incur attorneys' fees, accountants' fees, filing fees, mailing expenses and financial printing expenses in connection with the Change of Domicile, even if it is not approved or completed. The Change of Domicile also may negatively affect us by diverting attention of our management and employees from our operating business and by increasing other administrative costs and expenses.

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THE SPECIAL GENERAL MEETING

Time, Place and Date

        The Special General Meeting of Shareholders will be held on March 12, 2009, at 9:30 a.m., Atlantic Time, following the 2009 Annual General Meeting at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke, Bermuda.

Purpose of the Meeting

        At the meeting, our board of directors will ask our shareholders to vote:

•

To consider and approve a resolution to approve our discontinuance from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation.



•

If the Change of Domicile is approved, to consider and approve a resolution that will have the effect of increasing our registered share capital so that we will be able to pay dividends without being required to withhold Swiss taxes. Under Swiss law, dividend payments made prior to January 1, 2011 would be subject to Swiss withholding taxes unless the payments took the form of a return of capital from our registered share capital. The proposal to increase our registered share capital entails several steps under the Bermuda Companies Act, including a roughly 1-for-9 reverse share split (a "consolidation") followed by the issuance of approximately 8 fully paid-up shares per outstanding share at the new par value. This issuance will be funded by capitalizing share premium, thereby reclassifying it to registered share capital. Giving effect to these steps, our shareholders will hold the same number of shares, with an increased par value, immediately following the Change of Domicile as they held before it.



•

If the Change of Domicile is approved and as required by Swiss law, to approve our corporate name as Tyco International Ltd.



•

If the Change of Domicile is approved and as required by Swiss law, to change our corporate purpose.



•

If the Change of Domicile is approved and as required by Swiss law, to approve our proposed Swiss articles of association.



•

If the Change of Domicile is approved and as required by Swiss law, to confirm Swiss law as the authoritative governing legislation.



•

If the Change of Domicile is approved and as required by Swiss law, to confirm our principal place of business as Schaffhausen, Switzerland.



•

If the Change of Domicile is approved, to appoint PricewaterhouseCoopers AG, Zurich as special auditor until our next annual general meeting.



•

If the Change of Domicile is approved and as required by Swiss law, to elect Deloitte AG as our statutory auditors for a term of one year until our next annual general meeting.



•

If the Change of Domicile is approved (i) to approve the return of capital through a capital reduction of an amount equal to $0.80 per share, converted into Swiss francs using the most recently available noon buying rate in New York certified by the Federal Reserve Bank of New York for customs purposes as of the close of business on March 11, 2009 and to pay such amount as dividends in four equal quarterly installments at such times during the period through our next annual general meeting as shall be determined by the board of directors, (ii) to acknowledge the confirmation of PricewaterhouseCoopers AG, Zurich, that the par value of our

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capital after the reduction of capital is still covered according to Swiss law and (iii) to approve the creation of authorized and conditional capital based on the reduced capital amount.

•

If there are insufficient votes at the time of the meeting to approve the Change of Domicile, to approve the motion to adjourn the meeting to a later date to solicit additional proxies.

        Our board of directors has unanimously approved the Change of Domicile and the adjournment proposal and unanimously recommends that you vote "FOR" all of the proposals.

Record Date; Voting Rights; Vote Required for Approval

        Our board of directors has fixed the close of business on January 16, 2009 as the record date for the Special General Meeting. Only holders of record of our shares on the record date are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting. You will not be the holder of record of shares that you hold in "street name." Instead, the depository (for example, Cede & Co.) or other nominee will be the holder of record of such shares.

        On the record date of the Special General Meeting, approximately 473,278,114 shares were issued and entitled to be voted at the meeting. Each share entitles the holder to one vote.

        The presence, in person or by proxy, of the holders of a majority of the shares outstanding and entitled to vote at the Special General Meeting constitutes a quorum for the conduct of business.

        Assuming the presence of a quorum, the Change of Domicile must be approved by a majority of the shares present and voting at the meeting, whether in person or by proxy.

        Our directors and executive officers have indicated that they intend to vote their shares in favor of all of the proposals. On the record date, our directors and executive officers and their affiliates beneficially owned less than one percent of the outstanding shares.

Proxies

        A proxy card is being sent to each shareholder as of the record date. If you properly received a proxy card, you may grant a proxy to vote on the proposals by marking your proxy card appropriately, executing it in the space provided, dating it and returning it to us. We may accept your proxy by any form of communication permitted by Bermuda law and our memorandum of association and bye-laws. To vote, please sign, date and mail your proxy card or voting direction form in the envelope provided. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares.

        If you have timely mailed a properly executed proxy card and clearly indicated your votes, your shares will be voted as indicated. If you have timely submitted a properly executed proxy card and have not clearly indicated your votes, your shares will be voted "FOR" each of the proposals. If any other matters properly come before the meeting, the persons named in the proxy card will vote the shares represented by all properly executed proxies in accordance with their best judgment, unless authority to do so is withheld in the proxy.

        You may abstain on any of the proposals by marking "ABSTAIN" with respect to any proposal.

        Under New York Stock Exchange rules, brokers who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for "non-routine" matters. Proxies submitted by brokers without instructions from customers for these non-routine matters are referred to as "broker non-votes." The Change of Domicile proposal and the Swiss Organizational Proposals are non-routine matters under New York Stock Exchange rules.

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        You may change your vote in one of three ways at any time before it is exercised:

•

notify our Secretary in writing before the Special General Meeting that you are revoking your proxy;



•

submit another proxy card (or voting instruction card if you hold your shares in street name) with a later date; or



•

if you are a holder of record, or a beneficial holder with a proxy from the holder of record, vote in person at the Special General Meeting.

        Your presence without voting at the meeting will not automatically revoke your proxy, and any revocation during the meeting will not affect votes previously taken. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.

        If you do not appoint a proxy and you do not vote at the meeting, you will still be bound by the outcome. You therefore are strongly urged to attend and vote at the meeting in person or by proxy.

Costs of Solicitation

        We will pay the cost of solicitation of proxies. We have engaged MacKenzie Partners as the proxy solicitor for the Special General Meeting for an approximate fee of $9,500. In addition to the use of the mails, certain of our directors, officers or employees may solicit proxies by telephone or personal contact. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares.

        We are furnishing this proxy statement to our shareholders in connection with the solicitation of proxies by our board of directors for use at a special general meeting of our shareholders to consider the Change of Domicile and any adjournment or postponement of the meeting. We are first mailing this proxy statement and accompanying form of proxy to shareholders beginning on or about January 21, 2009.

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THE CHANGE OF DOMICILE

General

        The board of directors unanimously has approved and recommends that you vote for all of the proposals and to approve the Change of Domicile. At the Special General Meeting, we will be asking you to approve our discontinuance from Bermuda and our continuance in Schaffhausen, Switzerland, the adoption of our new charter documents in connection with the Change of Domicile and a number of organizational matters required under Swiss law. Under Swiss law, a number of these matters must be voted on separately, and so we will present multiple proposals to be voted on at the meeting. We have summarized these proposals below.

        First, we will ask you to approve the Change of Domicile.

        Second, we will ask you to approve a resolution that will have the effect of increasing our registered share capital so that we will be able to pay dividends without being required to withhold Swiss taxes.

        Third, we need to take a number of steps required by Swiss law. Swiss law requires that a number of matters be specifically approved by shareholders, including our name, our corporate purpose, our new share capital, our new Swiss articles of association, the fact that we will be governed by Swiss law and the fact that our principal place of business will be in Schaffhausen, Switzerland. We also will ask you to approve the appointment of a special auditor, which is needed in connection with certain increases and decreases in share capital, and to approve Deloitte AG, the Swiss affiliate of our current auditors, as our statutory auditor in Switzerland.

        After the Change of Domicile, we will remain in existence as the same corporation but as a Swiss corporation rather than a Bermuda company. You will continue to own the same interest in the same parent company that will continue to conduct the same business operations as conducted by, and to own the same assets owned by, it before the Change of Domicile. The number of shares that you will own will be the same as the number of shares that you owned immediately prior to the Change of Domicile. Your relative economic interest in the Tyco International group will remain unchanged. We will continue to be responsible for our existing obligation to deliver shares in connection with awards granted under our incentive plans, warrants or other outstanding rights.

        Immediately after the Change of Domicile, we will have outstanding the same number of shares as we had outstanding immediately before the Change of Domicile. For a discussion of how the assumed 7.97 Swiss francs per share par value amount was calculated and how the actual par value of our shares upon completion of the Change of Domicile will be calculated, see "Proposal No. 2—Change of Par Value."

Background and Reasons for the Change of Domicile

        We are a global company in terms of sales, manufacturing and services. We conduct business in more than 60 countries. In fiscal 2008, 52% of our net revenue was generated outside the United States, with 28% in Europe, the Middle East and Africa, 16% in the Asia-Pacific region and 8% in the Other Americas region. We believe the global nature of our businesses and our extensive sales networks allow us to offer our services and products worldwide to our multinational customers, differentiating us from our competitors, and to participate in the higher growth potential of emerging markets.

        As of October 31, 2008, we employed approximately 113,000 people worldwide, of which approximately 42,000 were employed in the United States and 71,000 were employed outside the United States, including more than 34,000 in Europe. In addition, we have an extensive global manufacturing presence and operate more than 200 manufacturing facilities around the world. Our

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operations are conducted in facilities throughout the world aggregating approximately 35 million square feet of floor space.

        After careful consideration of our country of domicile over a number of years, our board of directors has concluded that incorporation in Switzerland, a major business center known for its economic and political stability and financial sophistication, is in the best interests of Tyco International and our shareholders. We believe that a Change of Domicile from Bermuda to Switzerland will produce important economic and operational benefits for us, and will help ensure our continued competitiveness in global markets.

        We have chosen to domicile in Switzerland because it:

•

is the home of a large number of global companies, offering a highly stable economic, political and regulatory environment;



•

has a well-developed network of relationships with major developed and developing countries globally;



•

is party to reliable tax treaties with numerous countries, including the United States; and



•

is already an established base for certain of our European operations.

        As a major Swiss corporation, we will be able to take advantage of Switzerland's well-established and long-standing network of commercial and tax treaties. We believe that the Change of Domicile will improve our ability to maintain a competitive worldwide effective corporate tax rate.

        This is not the first time that our shareholders have been asked to vote on a potential change of domicile. In 2003, our board of directors evaluated the potential benefits, costs and disadvantages of remaining a Bermuda company versus reincorporating in another jurisdiction, specifically the United States. Based on its evaluation, our board of directors concluded that moving our jurisdiction of incorporation to the U.S. would have substantial negative financial consequences for Tyco International and also would have had substantial negative consequences for certain of our shareholders. At the time, we estimated that, had Tyco International been a U.S. corporation during fiscal year 2003, the effective tax rate on our income from continuing operations excluding special charges would have increased to more than 35%, resulting in significant declines in our net income and earnings per share. We believe that similar declines would result if Tyco International became a U.S. corporation today. At both the 2003 and 2004 Annual General Meetings, shareholders voted on a proposal to "urge Tyco's board of directors to take the measures necessary to change Tyco's jurisdiction of incorporation" from Bermuda to Delaware (in 2003) and any U.S. state (in 2004). Each year, shareholders overwhelmingly rejected these proposals, which we believe reflected shareholders' desire that we minimize our worldwide effective corporate tax rate.

        In its current consideration of a potential change of domicile, our board of directors has taken into account both the results of its prior evaluation and the outcome of the 2003 and 2004 shareholder votes. It also has considered legislation introduced in the U.S. Congress to limit tax treaty benefits and legislation that otherwise targets companies that are domiciled in countries like Bermuda—for example, by limiting the ability of such companies to enter into contracts with U.S. federal or state governmental authorities. If enacted, such legislation could have a material and adverse impact on Tyco International and its shareholders. In light of these considerations, and to obtain the economic and operational benefits of being a Swiss corporation that are described above, our board of directors has proposed the Change of Domicile.

        Although we expect that the Change of Domicile will provide us with important benefits and help us maintain our worldwide effective corporate tax rate, we cannot assure you that these anticipated results will be realized. Moreover, the Change of Domicile will expose you and us to some risks. Please see the discussion under "Risk Factors." Our board of directors has considered both the potential

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advantages of the Change of Domicile and these risks and unanimously has approved the Change of Domicile and has recommended that the shareholders vote for the Change of Domicile and the Swiss Organizational Proposals.

Amendment or Termination

        The Change of Domicile may be amended, modified or supplemented at any time before or after its adoption by our shareholders. Our board of directors may terminate the Change of Domicile and abandon or delay the Change of Domicile at any time prior to its effectiveness without obtaining the approval of our shareholders. After adoption, however, no amendment, modification or supplement may be made or effected that requires further approval by our shareholders without obtaining that approval.

Conditions to Consummation of the Change of Domicile

        The Change of Domicile will not be completed unless the following conditions are satisfied or, if allowed by law, waived:

•

the Change of Domicile is approved by the requisite vote of our shareholders;



•

we are not subject to any governmental decree, order or injunction that prohibits the consummation of the Change of Domicile;



•

our Swiss registered shares and our proposed Swiss articles of association, substantially in the form attached as Annex A to this proxy statement, are registered with the commercial register in the Canton of Schaffhausen, Switzerland;



•

our Swiss shares are authorized for listing on the New York Stock Exchange, subject to official notice of issuance;



•

we receive an opinion from McDermott Will & Emery LLP in form and substance reasonably satisfactory to us, confirming, as of the effective date of the Change of Domicile, the matters discussed under "Material Tax Considerations—U.S. Federal Income Tax Considerations";



•

we receive an opinion from Appleby, in form and substance reasonably satisfactory to us, confirming, as of the effective date of the Change of Domicile, the matters discussed under "Material Tax Considerations—Bermuda Tax Considerations;" and



•

we receive an opinion from PricewaterhouseCoopers AG, in form and substance reasonably satisfactory to us, confirming, as of the effective date of the Change of Domicile, the matters discussed under "Material Tax Considerations—Swiss Tax Considerations."

        In addition, the Change of Domicile may be abandoned or delayed for any reason by our board of directors at any time prior to the Change of Domicile becoming effective, even though the Change of Domicile may have been approved by our shareholders and all conditions to the Change of Domicile may have been satisfied.

Change of Par Value

General

        As described in greater detail below and in "Material Tax Considerations—Swiss Tax Considerations—Consequences to Shareholders Subsequent to the Change of Domicile—Swiss Withholding Tax—Distributions to Shareholders," dividends generally will be subject to a Swiss federal withholding tax at a rate of 35%. Repayment of share capital in the form of a capital reduction, however, is not subject to Swiss withholding tax. We intend, subject to the requirements of our business

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and applicable law, to recommend to shareholders that distributions to shareholders be paid in the form of a capital reduction until at least January 1, 2011.

The Par Value Change

        Immediately after the Change of Domicile, we will only have one class of shares outstanding, registered shares with a par value per share that we expect to equal approximately CHF 7.97 (or $7.31 based on (i) the 1:1.09 US$/Swiss franc exchange rate in effect on January 6, 2009, (ii) the number of shares issued and outstanding on the same date, and (iii) the assumption that we continue to hold 6.0 million shares indirectly in treasury). Using these same assumptions, our registered share capital upon completion of the Change of Domicile would be $3.5 billion, or approximately 3.8 billion Swiss francs.

        In order to change our par value, our board of directors has approved several steps under the Bermuda Companies Act to increase the par value of our shares. These steps include a roughly 1-for-9 reverse share split (a "consolidation") followed by the issuance of approximately 8 fully paid-up shares per outstanding share at the new par value out of authorized but unissued capital. This issuance will be funded by capitalizing share premium, thereby reclassifying it to registered share capital. Giving effect to these steps, our shareholders will hold the same number of shares, with an increased par value, immediately following the Change of Domicile as they held before it.

        Using the assumptions described above, we estimate we would be able to pay dividends in the form of a reduction of registered share capital, which would be exempt from Swiss withholding tax, until at least January 1, 2011. After January 1, 2011, we expect to be able to make dividend payments out of contributed surplus without being required to pay Swiss withholding taxes. These estimates may vary depending upon changes in the annual dividend amounts, fluctuations in US/Swiss currency exchange rates, increases/decreases in our registered share capital or contributed surplus or changes or new interpretations of Swiss tax law or regulations.

        In order to accomplish the change of par value, we will take the following steps, which are described in more detail in "Proposal No. 2—Change in Par Value":

•

consolidating all of our issued shares into shares with a par value equal to the new par value;



•

cancelling our preference shares, all of which are currently authorized but unissued;



•

increasing the number of authorized shares to an amount sufficient to issue the shares referred to immediately below with a par value equal to the new par value;



•

immediately following the effectiveness of the increase in par value and the increase in the number of authorized shares, issuing fully paid shares and fractions thereof, to effectively return the number of shares held by each holder back to the same number of shares they held prior to the par value conversion; and



•

amending our bye-laws to reflect a registered share capital of an amount equal to the Swiss equivalent of $3.5 billion, divided into approximately 479.3 million shares with a par value equal to the new par value.

        Notwithstanding the change of the currency in which the par value of our shares is stated, we will continue to use the U.S. dollar as our functional currency for preparing consolidated financial statements and preparing periodic reports under the U.S. Securities and Exchange Act of 1934, as amended, and shareholders will continue to receive dividends in U.S. dollars.

Financial Statement Presentation

        For purposes of our consolidated financial statements prepared in accordance with U.S. GAAP, the increase in par value and the establishment of a general reserve under Swiss statutory law will result in

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a corresponding reduction of capital in excess of par. We do not believe that the reduction in capital in excess of par will have any adverse impact on us. Set forth below is a statement of shareholders' equity on a U.S. GAAP basis as of September 26, 2008 and as adjusted to give effect to the increase in par value and corresponding decrease in capital in excess of par (assuming that the number of outstanding shares is the same before and after the Change of Domicile, and that we hold 6.0 million shares as treasury shares through a subsidiary). You should read this table in conjunction with our consolidated financial statements and the notes thereto which are incorporated by reference.

(1)

Adjustment reflects the cancellation of all 4,882,081 shares held by Tyco International Ltd. at cost. As a result of the cancellation of these shares and the cancellation of the shares distributed to Tyco International Ltd. by its subsidiary, the adjusted number of treasury shares held by its subsidiary is 6,000,000.



(2)

Adjustment reflects the issuance, following the approximate 1 for 9 reverse stock split, of approximately 426 million bonus shares with a par value of $7.31 per share.



(3)

Adjustment reflects the elimination of share premium by reallocating remaining amounts to contributed surplus.

        We expect the par value change to be accomplished promptly after shareholder approval of the Change of Domicile. In connection with the par value increase and issuance of bonus shares described in "Proposal No. 2—Change of Par Value" any existing share certificates will need to be surrendered. If any of your shares are held in certificated form, you will receive a transmittal letter from our transfer agent as soon as practicable after the effective date of the Change of Domicile. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your shares to

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the transfer agent. Upon receipt of your share certificate, you will be issued the appropriate number of shares electronically in book-entry form. If we implement the par value change, the number of shares held by each shareholder will not change nor will any adjustments need to be made with respect to any outstanding options.

Tax Considerations

Swiss Tax Considerations

        We do not expect any material Swiss taxes to be imposed on our non-Swiss shareholders as a result of the Change of Domicile. However, on a prospective basis, we will be subject to Swiss tax laws. In addition, our shareholders who are not generally subject to Swiss tax may be subject to Swiss withholding taxes by virtue of their ownership of stock of a Swiss incorporated entity. There are material differences between the tax law of Bermuda and Switzerland.

        In connection with and subject to the Change of Domicile, we will increase the par value of our ordinary shares by taking the steps described in "Proposal No. 2—Change in Par Value." Certain Swiss resident individuals may be subject to Swiss tax as a result of the increase in nominal capital. See "Material Tax Considerations—Swiss Tax Considerations."

Bermuda Tax Considerations

        We do not expect any Bermuda tax consequences of the Change of Domicile.

U.S. Federal Income Tax Considerations

        We expect that, for U.S. federal income tax purposes, neither we nor, in general, holders of our shares will recognize gain or loss upon the contemplated increase in the par value of our shares immediately prior to the Change of Domicile. See "Material Tax Considerations—U.S. Federal Income Tax Considerations."

Effective Time

        If the Change of Domicile is approved by the requisite shareholder vote, we anticipate that the Change of Domicile will become effective promptly following such approval, with the exact date and time being determined by our board of directors. The Change of Domicile will become official upon our filing the appropriate documents with the Bermuda Registrar of Companies and registering with the register of commerce in Switzerland. We currently expect to complete the Change of Domicile in March 2009.

        In the event the conditions to the Change of Domicile are not satisfied, the Change of Domicile may be abandoned or delayed, even after approval by our shareholders. In addition, the Change of Domicile may be abandoned or delayed for any reason by our board of directors at any time prior to the Change of Domicile becoming effective, even though the Change of Domicile might have been approved by our shareholders and all conditions to the Change of Domicile might have been satisfied.

Management

        When the Change of Domicile is completed, our executive officers and directors immediately prior to the completion of the Change of Domicile will be our executive officers and directors. Our directors will continue as directors during their terms.

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Required Vote; Board Recommendation

        Under Bermuda law, the Change of Domicile requires the approval of a majority of the shares present and voting on the proposal at the Special General Meeting, whether in person or by proxy. The adjournment proposal requires the approval of holders of the same majority. Our board of directors unanimously has approved the Change of Domicile and has recommended that shareholders vote "FOR" approval of all the proposals.

Regulatory Matters

        We are not aware of any other governmental approvals or actions that are required to complete the Change of Domicile, other than compliance with U.S. federal and state securities laws and Bermuda and Swiss corporate law.

No Appraisal Rights

        Under Bermuda law, our shareholders do not have any right to an appraisal of the value of their shares or payment for them in connection with the Change of Domicile.

Procedures Required to Exchange Certificated Shares

        If you hold registered shares in book-entry form, you do not need to take any action to receive your new Swiss shares. If you hold your shares other than in book-entry form, there are additional procedures you will need to follow to exchange your Bermuda shares for Swiss shares. See "Effects of the Change of Domicile—Effect on Certificated Shares."

Dividend Policy

        We recently have paid quarterly cash dividends of $0.20 per share. Future declaration and payment of cash dividends, whether in the form of capital reductions or otherwise, following the completion of the Change of Domicile will depend upon circumstances prevailing at the time, but we anticipate that we will continue to pay dividends in an amount that is consistent with our recent practice. In addition, under Swiss law any dividend payments out of registered share capital (which do not require the payment of Swiss withholding taxes) must be denominated in Swiss francs. Dividend payments made after January 1, 2011 may be made out of contributed surplus and denominated in U.S. dollars and do not require the payment of Swiss withholding taxes. Our dividends will be subject to restrictions on dividends imposed by Swiss law. For a description of restrictions on dividends and capital returns imposed by Swiss law, see "Description of Swiss Shares—Dividends" and "Material Tax Considerations—Swiss Tax Considerations—Consequences to Shareholders Subsequent to the Change of Domicile."

        After the implementation of the Change of Domicile, we expect to pay dividends for periods prior to January 1, 2011 in the form of capital reductions out of registered share capital, which will be denominated in Swiss francs, reduce the par value of our shares and require shareholder approval. We expect to obtain shareholder approval of an annual dividend amount each year at our annual general meeting, and we expect to distribute the approved dividend amount in four quarterly payments, the timing of which will be determined by our board of directors. For shareholders electing to receive dividend payments in U.S. dollars, the Swiss dividend amount will be converted into the U.S. dollar equivalent shortly before the time of payment.

        We expect dividend payments made after January 1, 2011 to be made in the form of capital reduction out of contributed surplus. Dividends paid from contributed surplus require shareholder approval and may be denominated and paid in U.S. dollars. We expect our shareholders will approve an annual dividend amount at each year's annual general meeting and will approve the payment of the

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annual dividend in four quarterly payments, the timing of which will be determined by our board of directors.

Share Compensation Plans

        If the Change of Domicile is completed, we will continue our long-term incentive plan and other employee benefit plans and arrangements, and those plans and arrangements will be amended, if necessary, to reflect the Change of Domicile. Shareholder approval of the Change of Domicile also will constitute shareholder approval of these amendments.

Stock Exchange Listing

        Our shares are listed on the New York Stock Exchange. We will submit an application, if necessary, so that, immediately following the Change of Domicile, our shares will continue to be listed on the New York Stock Exchange under the symbol "TYC," the same symbol under which our shares currently are listed. We expect to discontinue our listing on the Bermuda Stock Exchange shortly after the completion of the Change of Domicile.

Accounting Treatment of the Change of Domicile

        Under U.S. GAAP, our assets and liabilities will be reflected at their historical carrying amounts in our accounts at the effective time of the Change of Domicile.

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PROPOSAL NO. 1—APPROVAL OF THE CHANGE OF DOMICILE

General

        On December 4, 2008, our board of directors adopted resolutions declaring it advisable to take steps to obtain shareholder approval to effect the Change of Domicile by way of continuance as a body corporate under the laws of Switzerland and discontinuance in Bermuda. Our board of directors directed that approval of the Change of Domicile be submitted for consideration by our shareholders at a Special General Meeting and recommended that shareholders approve the following proposals. Under Bermuda Law and our memorandum of association and Amended and Restated Bye-laws, the approval of a majority of the shares present and voting at the meeting, whether in person or by proxy, is required for the approval of the resolutions approving the Change of Domicile.

Principal Reasons for the Change of Domicile

        After careful consideration of our country of domicile over a number of years, our board of directors has concluded that incorporation in Switzerland, a major business center known for its economic and political stability and financial sophistication, is in the best interests of Tyco International and our shareholders. We believe that a Change of Domicile from Bermuda to Switzerland will produce important economic and operational benefits for us, and will help ensure our continued competitiveness in global markets.

        We have chosen to domicile in Switzerland because it:

•

is the home of a large number of global companies, offering a highly stable economic, political and regulatory environment;



•

has a well-developed network of relationships with major developed and developing countries globally;



•

has a stable and developed tax regime and is party to reliable tax treaties with numerous countries, including the United States; and



•

is already an established base for certain of our European operations.

        As a major Swiss corporation, we will be able to take advantage of Switzerland's well-established and long-standing network of commercial and tax treaties. We believe that the Change of Domicile will improve our ability to maintain a competitive worldwide effective corporate tax rate.

        This is not the first time that our shareholders have been asked to vote on a potential change of domicile. In 2003, our board of directors evaluated the potential benefits, costs and disadvantages of remaining a Bermuda company versus reincorporating in another jurisdiction, specifically the United States. Based on its evaluation, our board of directors concluded that moving our jurisdiction of incorporation to the U.S. would have had substantial negative financial consequences for Tyco International and also would have negative consequences for certain of our shareholders. At the time, we estimated that, had Tyco International been a U.S. corporation during fiscal year 2003, the effective tax rate on our income from continuing operations excluding special charges would have increased to more than 35%, resulting in significant declines in our net income and earnings per share. We believe that similar declines would result if Tyco International became a U.S. corporation today. At both the 2003 and 2004 Annual General Meetings, shareholders voted on a proposal to "urge Tyco's board of directors to take the measures necessary to change Tyco's jurisdiction of incorporation" from Bermuda to Delaware (in 2003) and any U.S. state (in 2004). Each year, shareholders overwhelmingly rejected these proposals, which we believe reflected shareholders' desire that we minimize our worldwide effective corporate tax rate.

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        In its current consideration of a potential change of domicile, our board of directors has taken into account both the results of its prior evaluation and the outcome of the 2003 and 2004 shareholder votes. It also has considered legislation introduced in the U.S. Congress to limit tax treaty benefits and legislation that otherwise targets companies that are domiciled in countries like Bermuda—for example, by limiting the ability of such companies to enter contracts with U.S. federal or state governmental authorities. If enacted, such legislation could have a material and adverse impact on Tyco International and its shareholders. In light of these considerations, and to obtain the economic and operational benefits of being a Swiss corporation that are described above, our board of directors has proposed the Change of Domicile.

        We have considered the effects of the Change of Domicile on our shareholders and recognize that there may be negative effects of the Change of Domicile. See "Risk Factors." We will remain subject to U.S. Securities and Exchange Commission reporting requirements, the mandates of the Sarbanes-Oxley Act and the corporate governance rules of the NYSE. We will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles.

Text of the Shareholder Resolution

        The Shareholder Resolution approving the Change of Domicile is as follows:

        IT IS RESOLVED that the discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and continuance according to article 161 of the Swiss Federal Code on International Private Law (the "CIPL") and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation (the "Change of Domicile") to take effect at such time as shall be directed by the Board, and subject to the Board's discretion to delay, withdraw or abandon the Change of Domicile, be and hereby is approved and authorized.

*    *    *

        If this Shareholder Resolution is not approved, we will not present the other proposals for a vote at the Special General Meeting.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 1. Proxies will be so voted unless shareholders specify otherwise in their proxies. The approval of a majority of the shares present and voting at the meeting, whether in person or by proxy, is required for the approval of the resolution approving the Change of Domicile.

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PROPOSAL NO. 2—CHANGE OF PAR VALUE

        Under Swiss law, dividend payments made prior to January 1, 2011 would be subject to Swiss withholding taxes unless the payments took the form of a return of capital from our registered share capital (commonly referred to as "paid-in capital" or the "par value" of a common share). After January 1, 2011, dividend payments may be made out of contributed surplus, rather than registered share capital, without being subject to Swiss withholding tax.

        As of September 26, 2008, the registered share capital on Tyco International's unconsolidated parent company balance sheet was approximately $400 million, reflecting a par value of $0.80 per share on approximately 499 million outstanding shares. To provide for a registered share capital that will be more than sufficient to cover the payment of dividends prior to January 1, 2011 without being required to withhold Swiss taxes, we are proposing to increase our registered share capital to $3.5 billion, which will be divided among approximately 479.3 million shares expected to be outstanding (based on the number of shares outstanding on January 6, 2009), which amount includes an estimated 6.0 million shares held in treasury by a subsidiary that will not be cancelled as part of the Change of Domicile, and will result in a new par value of approximately $7.31 per share based on current U.S. dollar/Swiss franc exchange rates.

        We need to effect this change prior to discontinuing in Bermuda. In order to effect the increase in par value under Bermuda law, we must undertake a series of transactions that will require both shareholder and board action. These steps are described below. The end result of these transactions is that each shareholder will hold the same number of shares he or she held prior to the transactions and the par value of those shares will be increased. As a result, we will be able to pay dividends without being required to withhold Swiss taxes. Assuming that the number of our outstanding shares at the effective time of the Change of Domicile is approximately 473.3 million, that we retain approximately 6.0 million shares held in treasury by a subsidiary and that the U.S. dollar/Swiss franc exchange rate is 1:1.09 (the rate in effect on January 6, 2009), the par value of a share would increase from $0.80 to an amount equal to the Swiss franc equivalent of approximately $7.31, and our registered share capital would be approximately $3.5 billion (or 3.8 billion Swiss francs).

        The steps that we must follow under Bermuda law to increase registered share capital are described below. In general, the process involves a roughly 1-for-9 reverse share split (a "consolidation"), followed by a capitalization of share premium to fully pay-up the issuance of approximately 8 shares (referred to as "bonus shares" in the Bermuda Companies Act) per outstanding share out of authorized but unissued capital. Under Bermuda law, the steps necessary to achieve the increase in par value are as follows:

(1)

First, our shareholders must approve the consolidation of our shares so that the par value of each consolidated share is equal to a quotient, which is obtained by dividing (i) $3.5 billion, which represents the amount of share premium that our board of directors has determined is the appropriate amount of initial registered share capital as a Swiss company, by (ii) the number of shares that are outstanding immediately prior to the effectiveness of the consolidation. As of January 6, 2009, we had approximately 473.3 million shares issued and outstanding and approximately 26.8 million shares either held directly in treasury or held indirectly in treasury through a subsidiary. We expect to cancel all but approximately 6.0 million of the shares held indirectly in treasury and all of the shares held directly in treasury. Assuming that 473.3 million shares were outstanding immediately prior to the consolidation and that we retained 6.0 million treasury shares, our shares would be consolidated by a factor approximately equal to 3.5 billion divided by approximately 383 million (the par value of our outstanding shares plus the treasury shares we expect to retain), or 9.14, meaning that after consolidation a shareholder would own one share for every

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9.14 shares they owned prior to consolidation, and that share would have a par value of $7.31 in US dollars (or $0.80 multiplied by 9.14).

(2)

Second, our board of directors must approve the use of approximately $3.1 billion of the $16.9 billion of share premium on Tyco International Ltd.'s unconsolidated parent company balance sheet (as of September 26, 2008) to fully pay up the "bonus shares" to be issued in step 5 below. This authorization will be contingent upon shareholder approval of the Change of Domicile and will result in a reallocation of approximately $3.1 billion of Tyco International Ltd.'s share premium to registered share capital.



(3)

Third, our shareholders must approve the cancellation of all authorized Preference Shares in the capital of Tyco International Ltd., effective immediately prior to the Change of Domicile and contingent upon shareholder approval of the Change of Domicile. Because the preference shares that currently are authorized by our memorandum of association and Amended and Restated Bye-laws are not a recognized form of share capital in Switzerland, these authorized shares must be eliminated.



(4)

Fourth, our shareholders must approve an increase in the number of our authorized common shares to an amount that is sufficient to issue the bonus shares referred to in step 5 below, each with a par value determined pursuant to the formula described in step 1 above. As a result of the consolidation referred to in step 1 above, our authorized common share capital will be reduced from 1.0 billion shares to an amount obtained by dividing 1.0 billion by the quotient referred to in step 1 above. Because we would have insufficient authorized shares to issue the bonus shares referred to in step 5 below after the consolidation, our shareholders must increase our authorized number of common shares.



(5)

Fifth, we must issue bonus shares and fractions thereof to each shareholder in a number that is sufficient to provide the shareholder the same number of shares that he or she held prior to the consolidation. Each share that is issued will have a par value equal to the new par value, and will be paid-up with the amounts authorized by the board as described in step 2 above. Each shareholder will be issued a number of shares, including fractional shares, equal to the number of shares they held prior to the consolidation minus the number of shares they own immediately after the consolidation.



(6)

Sixth, our shareholders must approve a reduction of share premium by an amount equal to 20% of our new registered share capital (or $700 million), with a corresponding increase to a new general reserve established pursuant to article 671 of the Swiss Code of Obligations, with such reallocation to take effect upon effectiveness of the Change of Domicile. Under Swiss law, this general reserve may only be used to cover losses or in exigent circumstances. Swiss law requires that the general reserve equal at least 20% of registered share capital prior to converting any share premium into freely distributable reserves.



(7)

Seventh, our shareholders must approve the reduction of the remaining amounts of our share premium account to zero, with a corresponding increase to contributed surplus. This reallocation will provide us with additional capital to return to shareholders free of withholding taxes after January 1, 2011.



(8)

Finally, our shareholders must approve amendments to our Amended and Restated Bye-laws to reflect the changes in our authorized capital referred to above.

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Text of the Shareholder Resolution

        The Shareholder Resolution approving the change of par value is as follows:

        IT IS RESOLVED that effective at such time following the Special General Meeting as directed by resolution of the board of directors of the Company (the "Board"), and subject to the approval of each of proposals 1 and 3 through 10, and subject to the Board's discretion to delay, withdraw or abandon the Change of Domicile:

        1.     All of the authorized and issued common shares of the Company of a par value of US $0.80 per share shall be consolidated into shares with a par value per share of an amount in Swiss francs (the "new par value") equal to $3.5 billion divided by the aggregate of (i) the number of common shares issued and outstanding as of the close of business on March 11, 2009 (excluding treasury shares and any shares held by subsidiaries of the Company), and (ii) 6.0 million shares (representing the number of shares determined by the board of directors that are to be held as treasury shares by a subsidiary of the Company following the actions described below); converted into Swiss francs using the most recently available noon buying rate in New York certified by the Federal Reserve Bank of New York for customs purposes as of the close of business on March 11, 2009 (the "Consolidation").

        2.     Immediately following the Consolidation, the Company's authorized share capital shall be diminished pursuant to Section 45(1)(f) of The Companies Act 1981 by the cancellation of 31,250,000 unissued preference shares of US $4.00 par value each (the "Cancellation").

        3.     Immediately following the Cancellation the number of authorized common shares shall be increased to such number of shares each with a par value equal to the new par value as the Board of Directors shall determine to be sufficient to issue to each shareholder such number of fully paid bonus shares in the capital of the Company as will result in such shareholder holding the same number of shares as held immediately prior to the Consolidation, such bonus shares to rank pari passu with the existing common shares of the Company (the "Increase").

        4.     Immediately following the Increase, the Capitalisation Sum (as defined below) standing to the credit of the Company's share premium account shall be capitalized by resolution of the board of directors and appropriated to the shareholders in such proportions as such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and that such sum be applied on their behalf in paying up in full unissued shares for allotment and distribution to and amongst them as bonus shares in the proportion aforesaid (the "Bonus Shares"). The Capitalisation Sum shall be such amount as would result upon the allotment and issue of the Bonus Shares in returning the number of shares held by each shareholder back to the number of shares held by such shareholder immediately prior to the Consolidation.

        5.     Bye-Law 1 of the Company's Amended and Restated Bye-laws shall be deleted in its entirety and replaced by such similar statement of the Company's authorized share capital as denominated in CHF and divided into such number of shares of the new par value each as the Board of Directors shall determine upon the Consolidation, the Cancellation and the Increase (together, the "Reorganization") becoming effective.

        6.     In the event that following the allotment of the Bonus Shares there shall remain a balance standing to the credit of the share premium account of the Company, such share premium account shall be reduced (i) by an amount that is equivalent to 20% of the Company's registered share capital immediately following the Reorganization, with a corresponding increase to a new general reserve established pursuant to article 671 of the Swiss Code of Obligations, such reallocation to take effect upon effectiveness of the Change of Domicile and (ii) by such further amount as shall reduce the share premium account to NIL, with a corresponding increase to the contributed surplus account of the Company.

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        FURTHER RESOLVED, that the officers of the Company are authorized and directed to do or cause to be done any and all such acts and things and execute and deliver any and all such documents and papers as they may deem necessary, expedient or appropriate to carry out the purposes of the foregoing resolutions and to determine any and all matters in connection therewith not specifically resolved upon at this meeting.

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by the shareholders, we will not effect the Change of Domicile and will not proceed with the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 2. Proxies will be so voted unless shareholders specify otherwise in their proxies. As required under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal

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PROPOSAL NO. 3—APPROVAL OF OUR NAME

General

        Under Swiss law, the shareholders of a Swiss company are required to specifically approve the corporate name as well as any translation thereof. The proposed Swiss articles of association provide that the English form of our name would remain "Tyco International Ltd.," the German form of our name would be "Tyco International AG" and the French form of our name would be "Tyco International SA." We expect that, except with respect to official documents in German or French, we would continue to use "Tyco International Ltd." as our name.

        As required under Bermuda Law, we are conditioning approval of this proposal on the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy.

Text of the Resolution

        The Resolution approving the foregoing, and which contains the proposed new Article 1 to our Proposed Swiss Articles, is as follows:

        IT IS RESOLVED, that subject to, and effective only upon, the effectiveness of the discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1, 2 and 4 through 10 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland, Article 1 of the Proposed Swiss Articles shall read as follows (for the German Version, see Annex A):

        Article 1: Corporate Name, Registered Office and Duration

        Under the corporate name

Tyco International Ltd.

(Tyco International AG)

(Tyco International SA)

        a Company exists pursuant to art. 620 et seq. of the Swiss Code of Obligations having its registered office in Schaffhausen, Switzerland. The duration of the Company is unlimited.

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by the shareholders, we will not effect the Change of Domicile and will not proceed with the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 3. Proxies will be so voted unless shareholders specify otherwise in their proxies. As required under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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PROPOSAL NO. 4—CHANGE OF OUR CORPORATE PURPOSE

General

        Under Swiss law, the shareholders of a Swiss corporation are required specifically to approve the purposes for which the corporation has been organized. Our memorandum of association currently enumerates various purposes for which we are established, including a catch-all which includes engaging in any lawful trade, business or enterprise which may at any time appear to our directors capable of being conveniently carried on or which may appear to the directors likely to be profitable. As noted below, our proposed Swiss articles of association provide that our main purpose is to act as a company that owns shares of and manages our various subsidiary companies as well as other companies. We believe that this change, which is intended to conform our purpose more closely with Swiss standard practice, will not limit the activities in which we reasonably would expect to engage.

        On January 14, 2009, our board of directors adopted a resolution declaring it advisable that the purposes for which we would be continued under Swiss law as set forth in our proposed Swiss articles of association be as set forth below in the form of the proposal. Our board of directors directed that approval of our corporate purpose be submitted for consideration by our shareholders at the Special General Meeting.

        As required under Bermuda Law, we are conditioning approval of this proposal on the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy.

Text of the Resolution

        The Resolution approving the foregoing, and which contains the proposed new Article 2 to our Proposed Swiss Articles, is as follows:

        IT IS RESOLVED, that subject to, and effective only upon, the effectiveness of the discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1, 2, 3, and 5 through 10 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland, Article 2 of the Proposed Swiss Articles shall read as follows (for the German Version of the text, see Annex A):

        Article 2: Purpose

(1)

The business purpose of the Company is to acquire, hold, manage, exploit and sell, whether directly or indirectly, participations in industrial and commercial businesses, whether in Switzerland or abroad. The Company may acquire, hold, manage, mortgage, exploit and sell, whether directly or indirectly, real estate, patents, trademarks, technical and industrial know how, and other intangible and intellectual property rights, and may provide technical and administrative consultancy services.



(2)

The Company may engage in all types of transactions and may take all measures that appear appropriate to promote the purpose of the Company or that are related thereto.

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by the shareholders, we will not effect the Change of Domicile and we will not proceed with the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 4. Proxies will be so voted unless shareholders specify otherwise in their proxies. As required under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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PROPOSAL NO. 5—APPROVAL OF THE ARTICLES OF ASSOCIATION

        Under Swiss law, the shareholders of a Swiss corporation are required specifically to approve the form of the corporation's articles of association.

        On January 14, 2009, our board of directors adopted a resolution declaring it advisable that the articles of association in the form of Annex A to this proxy statement be approved as our articles of association following the Change of Domicile. See "Description of Swiss Shares" and "Comparison of Shareholder Rights" for a summary of the significant differences between our current memorandum of association and the Articles of Association as well as summary comparison of Bermuda and Swiss law.

        Our board of directors directed that approval of the form of proposed Swiss articles of association be submitted for consideration by our shareholders at the Special General Meeting. As required under Bermuda Law, we are conditioning approval of this proposal on the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy.

Text of the Resolution

        The Resolution approving the foregoing, and which contains the proposed new Article 4 to our Proposed Swiss Articles, is as follows:

        IT IS RESOLVED, that subject to, and effective only upon, the discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1 through 4 and 6 through 10 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland, that:

        The shareholders' meeting hereby waives the option to discuss each individual article of the articles of association and hereby approves the articles of association in the form of Annex A, except that Articles 3(1), 4(1), 5(1) and 6(1) will have the wording set forth below, with the blanks filled in at the Special General Meeting (for the German Version of the text, see Annex A):

"Article 3: Share Capital

        (1)   The share capital of the Company amounts to CHF [    •    ] and is divided into [    •    ] registered shares with a nominal value of CHF [    •    ] per share. The share capital is fully paid-in.

        (2)   Upon resolution of the General Meeting of Shareholders, registered shares may be converted into bearer shares and bearer shares may be converted into registered shares, at any time."

        Article 4(1) of the Articles of Association of the Company shall be as follows:

        "(1) The Board of Directors is authorized to increase the share capital, on one or several steps until 12 March 2011, by a maximum amount of CHF [    •    ] by issuing a maximum of [    •    ] fully paid up Shares with a par value of CHF [    •    ] each. An increase of the share capital (i) by means of an offering underwritten by a financial institution, a syndicate of financial institutions or another third party or third parties, followed by an offer to the then-existing shareholders of the Company, and (ii) in partial amounts shall be permissible."

        Article 5(1) of the Articles of Association of the Company shall be as follows:

        "(1) The share capital of the Company shall be increased by an amount not exceeding CHF [    •    ] through the issue of a maximum of [    •    ] registered shares, payable in full, each with a nominal value of CHF [    •    ] through the exercise of conversion and/or option or warrant

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rights granted in connection with bonds, notes or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt instruments."

        Article 6(1) of the Articles of Association of the Company shall be as follows:

        "(1) The share capital of the Company shall be increased by an amount not exceeding CHF [    •    ] through the issue from time to time of a maximum of [    •    ] registered shares, payable in full, each with a nominal value of CHF [    •    ], in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, members of the Board of Directors, or other person providing services to the Company or a subsidiary."

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by the shareholders, we will not effect the Change of Domicile and will not proceed with the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 5. Proxies will be so voted unless shareholders specify otherwise in their proxies. As required under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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PROPOSAL NO. 6—CONFIRMATION OF SWISS LAW AS OUR AUTHORITATIVE GOVERNING LEGISLATION

        Under Swiss law, the shareholders of a Swiss corporation are required specifically to confirm that Swiss law will be the authoritative governing legislation of the corporation.

        On December 4, 2008, our board of directors adopted a resolution recommending that our shareholders approve Swiss law as our authoritative governing legislation. The purpose of the Change of Domicile is to change our jurisdiction of incorporation so we will be a Swiss corporation governed by Swiss law.

        Our board of directors directed that confirmation of Swiss law as our authoritative governing legislation be submitted for consideration by our shareholders at the Special General Meeting. As required under Bermuda Law, we are conditioning approval of this proposal on the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy.

Text of the Resolution

        The Shareholder Resolution approving the foregoing is as follows:

        IT IS RESOLVED, that subject to, and effective only upon, the discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1 through 5 and 7 through 10 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland, that:

        Swiss law (in particular but not exclusively, the Swiss stock corporation law set forth in the articles 620 et seq. of the Swiss Code of Obligations) is the authoritative law for the Company.

*    *    *

        This Proposal will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by the shareholders, we will not effect the Change of Domicile and will not proceed with the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 6. Proxies will be so voted unless shareholders specify otherwise in their proxies. As required under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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PROPOSAL NO. 7—APPROVAL OF SCHAFFHAUSEN, SWITZERLAND AS OUR PRINCIPAL PLACE OF BUSINESS

        Under Swiss law, the shareholders of a Swiss corporation are required specifically to approve our principal place of business.

        On December 4, 2008, our board of directors adopted a resolution declaring it advisable that upon consummation of the Change of Domicile our principal place of business shall be Schaffhausen, Switzerland. While we will maintain offices in Princeton, New Jersey, it is important that formal steps, including this resolution, be taken to confirm that our principal place of business will be in Schaffhausen, Switzerland.

        Our board of directors directed that approval of Schaffhausen, Switzerland as our principal place of business be submitted for consideration by our shareholders at the Special General Meeting. As required under Bermuda Law, we are conditioning approval of this proposal on the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy.

Text of the Resolution

        The Resolution approving the foregoing is as follows:

        IT IS RESOLVED, that subject to, and effective only upon, discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1 through 6 and 8 through 10 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland, that:

        The principal place of business of the Company today is in Schaffhausen, Switzerland.

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by the shareholders, we will not effect the Change of Domicile and will not proceed with the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 7. Proxies will be so voted unless shareholders specify otherwise in their proxies. As required under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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PROPOSAL NO. 8—APPOINTMENT OF PRICEWATERHOUSECOOPERS AG, ZURICH AS SPECIAL AUDITOR

        Under Swiss law, special reports by an auditor are required in connection with certain corporate transactions, including reductions or increases in share capital. We have been informed that because of the independence requirements under U.S. federal securities laws, Deloitte & Touche LLP cannot act as our special auditor with respect to capital reductions or increases.

        On December 4, 2008, our board of directors directed that approval of PricewaterhouseCoopers AG, Zurich as special auditor with respect to capital reductions or increases until our next Annual General Meeting be submitted for consideration by our shareholders at the Special General Meeting.

Text of the Resolution

        The Resolution approving the foregoing is as follows:

        IT IS RESOLVED, that subject to, and effective only upon, discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1 through 7, 9 and 10 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland, as follows:

        PricewaterhouseCoopers AG, Birchstrasse 160, CH-8050, Zurich, Switzerland, is approved as special auditor of the Company.

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by our shareholders, we will not effect the Change of Domicile and will not proceed with any of the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 8. Proxies will be so voted unless shareholders specify otherwise in their proxies. Under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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PROPOSAL NO. 9—ELECTION OF STATUTORY AUDITOR

        The appointment of our independent registered public accounting firm is approved annually by the Audit Committee. The Audit Committee reviews both the audit scope and estimated fees for professional services for the coming year. The Audit Committee has authorized the engagement of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 25, 2009.

        Under Swiss law, our shareholders must elect an independent registered public accounting firm to audit our consolidated reports as well as a firm to audit our statutory financial statements. In the event the Swiss Organizational Proposals are approved and the Change of Domicile is effective, our board of directors has recommended that Deloitte AG, General Guisan-Quai 38, 8002 Zürich, Switzerland be elected as our statutory auditors. Deloitte AG is the Swiss affiliate of Deloitte & Touche LLP.

        If the Change of Domicile is approved, the election of Deloitte AG as our statutory auditor for 2009 requires the affirmative vote of a majority of the votes present at the Special General Meeting. The election of Deloitte AG is subject to, and effective only upon, the effectiveness of our discontinuance from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and our continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1 through 8 and 10 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland.

        Representatives of Deloitte & Touche LLP will attend the Special General Meeting and will have an opportunity to make a statement if they wish. They also will be available to answer questions at the meeting.

Audit and Non-Audit Fees

        Aggregate fees for professional services rendered to us by Deloitte & Touche LLP as of and for the fiscal years ended September 26, 2008 and September 28, 2007 are set forth below. The aggregate fees included in the Audit category are fees billed for fiscal year 2007 and reasonably expected to be billed for fiscal year 2008 for the audit of our annual financial statements and review of interim financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal years. (All references to "$" in this proxy statement are to United States dollars.)

        Audit Fees for the fiscal years ended September 26, 2008 and September 28, 2007 were for professional services rendered for the audits of our consolidated financial statements, the 2008 and 2007 audit of internal control, quarterly review of the condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q, consents, comfort letters, international filings and other assistance required to complete the year-end audit of the consolidated financial statements. Audit fees for fiscal year 2007 include the cost of audit and quarterly review procedures performed on our Healthcare and Electronics businesses prior to their separation from Tyco International at the end of the third fiscal quarter of 2007.

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        Audit-Related Fees as of the fiscal year ended September 26, 2008 were primarily related to services performed for divestitures of various businesses, including our Infrastructure Services business. Fees for the fiscal year ended September 28, 2007 were primarily related to work performed on the Separation into three separate legal entities, representing approximately 72% of the total audit related fees, and for services performed associated with the divestiture of our Infrastructure Services business, representing 22% of the total audit-related fees.

        Tax Fees as of the fiscal years ended September 26, 2008 and September 28, 2007 were for tax compliance services.

        None of the services described above was approved by the Audit Committee under the de minimis exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

        In March 2004, the Audit Committee adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditors' independence is not impaired. The policy provides that the Corporate Controller will support the Audit Committee by providing a list of proposed services to the Audit Committee, monitoring the services and fees pre-approved by the Audit Committee, providing periodic reports to the Audit Committee with respect to pre-approved services, and ensuring compliance with the policy.

        Under the policy, the Audit Committee annually pre-approves the audit fee and terms of the engagement, as set forth in the engagement letter. This approval includes approval of a specified list of audit, audit-related and tax services. Any service not included in the specified list of services must be submitted to the Audit Committee for pre-approval. No service may extend for more than 12 months, unless the Audit Committee specifically provides for a different period. The independent auditor may not begin work on any engagement without confirmation of Audit Committee pre-approval from the Corporate Controller or his or her delegate.

        In accordance with the policy, the Chair of the Audit Committee has been delegated the authority by the Audit Committee to pre-approve the engagement of the independent auditors when the entire Audit Committee is unable to do so. The Chair must report all such pre-approvals to the Audit Committee at the next Audit Committee meeting.

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by our shareholders, we will not effect the Change of Domicile and will not proceed with any of the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 9. Proxies will be so voted unless shareholders specify otherwise in their proxies. Under Bermuda Law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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PROPOSAL NO. 10—APPROVAL OF DIVIDEND IN THE FORM OF A CAPITAL REDUCTION

        We are seeking approval to pay a dividend in the form of a capital reduction in an amount equal to the Swiss franc equivalent of $0.80 per share, as determined based on the most recently available noon buying rate in New York for the purchase of Swiss francs with U.S. dollars, as certified by the Federal Reserve Bank of New York for customs purposes as of the close of business on March 11, 2009. The aggregate amount of the capital reduction will equal 0.80 multiplied by the number of shares issued and outstanding on the same date (the "Dividend Amount"). As an illustration, based on the number of shares issued and outstanding (excluding shares held directly in treasury and assuming that 6.0 million shares are held indirectly in treasury) and the exchange rate in effect on January 6, 2009, the Dividend Amount would have been approximately CHF 417.5 million, or $383.0 million, on such date. Payment of the dividend will be made in installments at such times as determined by our board of directors during the period through our next Annual General Meeting. We expect this amount to be payable on the same schedule as we currently pay dividends on our shares. On the date of the Special Meeting, the Dividend Amount will be approximately equal to the amount of dividends that we would have expected to declare and pay between the date of the Annual General Meeting and the time of our Annual General Meeting in 2010. Based on these proposed reductions of capital, we propose to change the par value of our shares with respect to our conditional and authorized capital.

        By resolutions adopted on January 14, 2009, our board of directors declared it advisable to pay a dividend in the form of a capital reduction in an amount equal to the Dividend Amount with respect to shares issued and outstanding on the effective date of such reduction, such dividend to be paid in installments at such times during the period through our next Annual General Meeting as shall be determined by the board of directors.

        Our board of directors directed that approval of this dividend in the form of a reduction of registered share capital be submitted for consideration by our shareholders at the Special General Meeting.

        The blank numbers in the following resolution will be completed based upon our actual registered share capital immediately prior to the Special General Meeting and on a registered capital reduction equal to the Dividend Amount and will be filled in at the Special General Meeting.

Text of the Resolution

        The Resolution approving the foregoing is as follows:

        IT IS RESOLVED, that subject to, and effective only upon, the effectiveness of discontinuance of the Company from Bermuda as provided in Section 132G of The Companies Act 1981 of Bermuda and the continuance according to article 161 of the Swiss Federal Code on International Private Law and under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation and the approval of proposal numbers 1 through 9 and (except for proposal nos. 6 and 7) their registration in the Commercial Register of the Canton of Schaffhausen, Switzerland, as proposed by the board of directors and based on a report as of [    •    ] by [    •    ] as state supervised auditing enterprise in accordance with art. 732 para. 2 of the Swiss Code of Obligations (which report has been presented by the auditor present at the shareholder's meeting) (for the German Version of the text of the revised Articles, see Annex A):

        1.     The share capital of the Company in the aggregate amount of CHF [    •    ] shall be reduced by the amount of CHF [    •    ] to CHF [    •    ].

        2.     It is recorded that according to the report of the auditor dated [    •    ] the receivables of the creditors of the Company are fully covered even after the capital reduction.

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        3.     The capital reduction shall be accomplished as follows:

        (i)    by reducing the par value per share from CHF [    •    ] to CHF [    •    ] in four steps, i.e. by CHF [    •    ] to CHF [    •    ] in the third fiscal quarter 2009, from CHF [    •    ] by CHF [    •    ] to CHF [    •    ] in the fourth fiscal quarter 2009, from CHF [    •    ] by CHF [    •    ] to CHF [    •    ] in the first fiscal quarter 2010 and from CHF [    •    ] by CHF [    •    ] to CHF [    •    ] in the second fiscal quarter of 2010;

        (ii)   by repayment of the respective partial reduction amounts of CHF [    •    ] in May 2009, CHF [    •    ] in August 2009, CHF [    •    ] in November 2009 and CHF [    •    ] in February 2010 per share to the shareholders; and

        (iii) an updated report in accordance with article 732 para. 2 CO by the state supervised auditing enterprise shall be prepared at the second partial reduction from CHF [    •    ] by CHF [    •    ] to CHF [    •    ] in the fourth fiscal quarter 2009 and at such subsequent time as determined to be necessary or advisable by the board of directors.

        4.     The aggregate reduction amount pursuant to Section 1 shall be increased by par value reductions on shares issued from authorized share capital and conditional share capital after the general meeting until registration of the third partial reduction in the Commercial Register.

        5.     The board of directors is authorized to determine the application dates (i.e., the record dates) of the partial reductions in the commercial register and the repayment procedure for the partial reduction amounts.

        6.     At the registration of the capital reduction in the Commercial Register, Article 3(1) of the Articles of Association shall adapt as follows:

        "Article 3. Share Capital

        (1)   The share capital of the Company amounts to CHF [    •    ]*/[    •    ]**/[    •    ]***/[    •    ]**** and is divided into [    •    ] registered shares with a nominal value of CHF [    •    ]*/[    •    ]**/[    •    ]***/[    •    ]**** per share. The share capital is fully paid-in."

*

Upon completion of the first partial par value reduction in the third fiscal quarter 2009



**

Upon completion of the second partial par value reduction in the fourth fiscal quarter 2009



***

Upon completion of the third partial par value reduction in the first fiscal quarter 2010



****

Upon completion of the fourth partial reduction in the second fiscal quarter 2010

        7.     As a consequence of the capital reduction, the first sentence of each of Articles 4(1), 5(1) and 6(1) of the Articles of Association shall be adapted as follows:

        "Article 4. Authorized Share Capital for General Purposes

        (1)   The board of directors is authorized to increase the share capital in one or several steps until [    •    insert date of Special General Meeting plus two years] by issuing a maximum of [    •    ] fully paid up registered shares with a nominal value of CHF [    •    ]*/[    •    ]**/[    •    ]***/[    •    ]**** each."

*

Upon completion of the first partial reduction in the third fiscal quarter 2009



**

Upon completion of the second partial reduction in the fourth fiscal quarter 2009



***

Upon completion of the third partial reduction in the first fiscal quarter 2010



****

Upon completion of the fourth partial reduction in the second fiscal quarter 2010

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        "Article 5. Conditional Share Capital for Bonds and Similar Debt Instruments

        (1)   The share capital of the Company shall be increased by an amount not exceeding CHF [    •    ]*/[    •    ]**/[    •    ]***/[    •    ]**** through the issue of a maximum of [    •    ] registered shares, payable in full, each with a nominal value of CHF [    •    ]*/[    •    ]**/[    •    ]***/[    •    ]**** through the exercise of conversion and/or option or warrant rights granted in connection with bonds, notes or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt instruments;

*

Upon completion of the first partial reduction in the third fiscal quarter 2009



**

Upon completion of the second partial reduction in the fourth fiscal quarter 2009



***

Upon completion of the third partial reduction in the first fiscal quarter 2010



****

Upon completion of the fourth partial reduction in the second fiscal quarter 2010

        "Article 6. Conditional Share Capital for Employee Benefit

        (1)   The share capital of the Company shall be increased by an amount not exceeding CHF [    •    ]*/[    •    ]**/[    •    ]***/[    •    ]**** through the issue from time to time of a maximum of [    •    ] registered shares, payable in full, each with a nominal value of CHF[    •    ]*/[    •    ]**/[    •    ]***/[    •    ]****, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, director, or other person providing services to the Company or a subsidiary."

*

Upon completion of the first partial reduction in the third fiscal quarter 2009



**

Upon completion of the second partial reduction in the fourth fiscal quarter 2009



***

Upon completion of the third partial reduction in the first fiscal quarter 2010



****

Upon completion of the fourth partial reduction in the second fiscal quarter of 2010

*    *    *

        This Shareholder Resolution will not be presented to the Special General Meeting if "Proposal No. 1—Approval of the Change of Domicile" is not approved by the requisite vote of our shareholders. If this proposal is not approved by our shareholders, we will not effect the Change of Domicile and will not proceed with any of the Swiss Organizational Proposals.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL NO. 10. Proxies will be so voted unless shareholders specify otherwise in their proxies. As required under Bermuda law, the approval of a majority of our shares present and voting at the meeting, whether in person or by proxy, is required for approval of this proposal.

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DESCRIPTION OF SWISS SHARES

        The following description of our Swiss share capital is a summary. This summary is not complete and is subject to the complete text of our proposed Swiss articles of association and organizational regulations attached as Annex A and Annex B to this proxy statement, which we encourage you to read carefully.

Capital Structure Before and After the Change of Domicile

        Immediately after the Change of Domicile, we will only have one class of shares outstanding, registered shares with a par value per share that we expect to equal approximately CHF 7.97 (or $7.31 based on (i) the 1:1.09 US$/Swiss franc exchange rate in effect on January 6, 2009, (ii) the number of shares issued and outstanding on the same date, (iii) the assumption that we continue to hold 6.0 million shares indirectly in treasury). Accordingly, all references to "voting rights" in this "Description of Swiss Shares" will mean the voting rights of registered shares with a par value per share determined as described above, unless another class of shares is subsequently created. Likewise, a "majority of the par value of the registered shares" will mean a majority of the par value of registered shares with a par value per share determined as described above.

Issued Share Capital

        Assuming that the number of shares issued and outstanding immediately prior to the Change of Domicile is approximately 473.3 million (the number of shares issued and outstanding as of January 6, 2009, excluding treasury shares), that 6.0 million of the 26.8 million shares currently held directly or indirectly in treasury remain in treasury, and that the U.S. dollar/Swiss franc exchange rate is 1:1.09 (the rate in effect on January 6, 2009), our registered share capital upon completion of the Change of Domicile would be approximately 3.8 billion Swiss francs (with a par value of 7.97 Swiss francs per share or $7.31 in US dollars).

Authorized Share Capital

        Immediately prior to the Change of Domicile, we will not have any Swiss share capital authorized for future issuance. Upon completion of the Change of Domicile, our board of directors will be authorized to issue new Swiss registered shares at any time during a two-year period and thereby increase the share capital, without shareholder approval, by a maximum amount of 50% of the share capital registered in the commercial register, which, based on the assumptions described above, would be approximately 1.9 billion Swiss francs, or approximately 240 million registered shares. After the expiration of the initial two-year period, and each subsequent two-year period, authorized share capital will be available to our board of directors for issuance of additional registered shares only if authorized by shareholders.

        Our board of directors will determine the time of the issuance, the issue price, the manner in which the new registered shares have to be paid, the date from which the new registered shares carry the right to dividends and, subject to the provisions of our proposed articles of association, the conditions for the exercise of preemptive rights with respect to the issuance and the allotment of preemptive rights that are not exercised. Our board of directors may allow preemptive rights that are not exercised to expire, or it may place such rights or registered shares, the preemptive rights of which have not been exercised, at market conditions or use them otherwise in the interest of Tyco International.

        In an authorized capital increase, our shareholders would have preemptive rights to obtain newly issued registered shares in an amount proportional to the par value of the registered shares they already hold. Our board of directors, however, may withdraw or limit these preemptive rights in certain

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circumstances as set forth in our proposed articles of association. For further details on these circumstances, see "Preemptive Rights and Advance Subscription Rights."

Conditional Share Capital for Financing Purposes

        Immediately prior to the Change of Domicile, we will not have any conditional share capital for financing purposes. Upon completion of the Change of Domicile, our articles of association will provide for a conditional capital that, following the effectiveness of the Change of Domicile, will allow our board of directors to authorize the issuance of additional registered shares up to a maximum amount of 10% of the share capital registered in the commercial register (which is expected to be approximately 48 million registered shares) without obtaining additional shareholder approval. These registered shares may be issued through the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets or new or already existing contractual obligations by Tyco International, one of its subsidiaries, or any of their respective predecessors.

        In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations convertible into or exercisable or exchangeable for our registered shares, our board of directors may withdraw or limit the advance subscription rights of shareholders in certain circumstances. See "Preemptive Rights and Advance Subscription Rights".

Conditional Share Capital for Employee Participation Purposes

        Immediately prior to the Change of Domicile, we will not have any conditional share capital for employee participation purposes. Upon completion of the Change of Domicile, our articles of association will provide for a conditional capital that, following the effectiveness of the Change of Domicile, will allow our board of directors to authorize the issuance of additional registered shares up to a maximum amount of 10% of the share capital registered in the commercial register (which is expected to be approximately 48 million registered shares) without obtaining additional shareholder approval. These registered shares may be issued in connection with the issuance of registered shares, options or other share-based awards to directors, officers, employees and other persons providing services to us or one of our subsidiaries.

        Shareholders do not have preemptive rights with respect to registered shares issued to directors, employees, contractors, consultants or other persons providing services to Tyco International or any of our subsidiaries.

Other Classes or Series of Shares

        Our board of directors may not create shares with increased voting powers without an authorizing resolution adopted by shareholders holding at least two-thirds of the voting rights and a majority of the par value of the registered shares represented at a general meeting. Our board of directors may create preferred stock with the vote of a majority of the voting rights represented at a general meeting.

Preemptive Rights and Advance Subscription Rights

        Under the Swiss Code, the prior approval of a general meeting of shareholders generally is required to authorize the issuance of registered shares or rights to subscribe for, or convert into, registered shares. In addition, shareholders have preemptive rights in relation to such registered shares or rights in proportion to the respective par values of their holdings. With the affirmative vote of shareholders holding two-thirds of the voting rights and a majority of the par value of the registered shares represented at the general meeting, shareholders may withdraw or limit the preemptive rights for valid reasons, such as a merger, an acquisition or any of the reasons authorizing our board of

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directors to withdraw or limit the preemptive rights of shareholders in the context of an authorized capital increase as described below.

        If the general meeting of shareholders has approved the creation of authorized or conditional capital, it thereby delegates the decision whether to withdraw or limit the preemptive and advance subscription rights for valid reasons to our board of directors. Our proposed articles of association provide for this delegation with respect to our authorized and conditional share capital in the circumstances described below under "Rights with Respect to Authorized Share Capital" and "Rights with Respect to Conditional Share Capital."

Rights with Respect to Authorized Share Capital

        Our board of directors is authorized to withdraw or limit the preemptive rights with respect to the issuance of registered shares from authorized capital:

•

if the issue price of the new registered shares is determined by reference to the market price;



•

if the registered shares are issued in connection with the acquisition of an enterprise or business or any part of an enterprise or business, the financing or refinancing of any such transactions or the financing of new investment plans;



•

if the registered shares are issued in connection with the intended broadening of the shareholder constituency in certain financial or investor markets, for the purposes of the participation of strategic partners or in connection with the listing of the registered shares on domestic or foreign stock exchanges;



•

in connection with a placement or sale of registered shares, the grant of an over-allotment option of up to 20% of the total number of registered shares in a placement or sale of registered shares to the initial purchasers or underwriters;



•

for the participation of directors, employees, contractors, consultants and other persons performing services for our benefit; or



•

either following a shareholder or group of shareholders acting in concert having acquired in excess of 15% of the share capital recorded in the commercial register without having submitted a takeover proposal to shareholders that is recommended by the board of directors or for purposes of the defense of an actual, threatened or potential unsolicited takeover bid, in relation to which our board of directors, upon consultation with an independent financial adviser, has not recommended acceptance to the shareholders.

Rights with Respect to Conditional Share Capital

        In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations convertible into or exercisable or exchangeable for our registered shares, shareholders do not have preemptive rights, and our board of directors is authorized to withdraw or limit the advance subscription rights of shareholders with respect to registered shares issued from our conditional share capital if the issuance is for purposes of the acquisition of an enterprise or business or the financing or refinancing of any such transactions, or if the issuance occurs in national or international capital markets or through a private placement.

        If the advance subscription rights are withdrawn or limited:

•

the respective financial instruments or contractual obligations will be issued or entered into at market conditions;

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•

the conversion, exchange or exercise price, if any, for instruments or obligations will be set with reference to the market conditions prevailing at the date on which the instruments or obligations are issued or entered into; and



•

the instruments or obligations may be converted, exercised or exchanged during a maximum period of 30 years.

        Preemptive rights and the advance subscription rights are excluded with respect to registered shares issued from our conditional share capital to directors, officers, employees and other persons providing services to Tyco International or any of our subsidiaries.

Dividends

        Under Swiss law, dividends may be paid out only if the corporation has sufficient distributable profits from the previous fiscal year, or if the corporation has freely distributable reserves, each as presented on the audited annual parent company statutory balance sheet. Payments out of the registered share capital—the aggregate par value of a company's registered share capital—must be made by way of a capital reduction. See "Reduction of Share Capital". Contributed surplus qualifies as freely distributable reserves and may be paid out as dividends to shareholders to the extent permissible under the Swiss Code. The affirmative vote of shareholders holding a majority of the registered shares represented at a general meeting must approve reserve reclassifications and distributions of dividends. Our board of directors may propose to shareholders that a dividend be paid but cannot itself authorize the dividend.

        Under the Swiss Code, if our general reserves amount to less than 20% of the share capital recorded in the commercial register, then at least 5% of our annual profit must be retained as general reserves. We intend to allocate the full 20% to a general reserve on our unconsolidated parent company statutory balance sheet in connection with the Change of Domicile. See "Proposal No. 2—Change of Par Value." The Swiss Code and our articles of association permit us to accrue additional general reserves. In addition, we are required to create a special reserve on our parent company annual statutory balance sheet in the amount of the purchase price of registered shares we or any of our subsidiaries repurchase, and this amount may not be used for dividends or subsequent repurchases.

        Swiss corporations generally must maintain a separate parent company "statutory" balance sheet for the purpose of determining the amounts available for the return of capital to shareholders, including by way of a distribution of dividends. Our auditor must confirm that a dividend proposal made to shareholders conforms with the requirements of the Swiss Code and our proposed articles of association. Dividends usually are due and payable shortly after the shareholders have passed a resolution approving the payment. For information about deduction of the withholding tax from dividend payments, see "Material Tax Considerations—Swiss Tax Considerations."

        We will be required under Swiss law to declare any dividends out of registered share capital in Swiss francs. We intend to make all dividend payments to holders of our shares in U.S. dollars at the relevant exchange rate in effect shortly before the payment date of the dividend, unless the holders provide notice to our transfer agent that they wish to receive dividend payments in Swiss francs. The transfer agent will be responsible for paying the U.S. dollars or Swiss francs to registered holders of shares, less amounts subject to withholding for taxes. We expect dividend payments made after January 1, 2011 to be made out of contributed surplus and denominated in U.S. dollars.

Repurchases of Registered Shares

        The Swiss Code limits a corporation's ability to hold or repurchase its own registered shares. We and our subsidiaries may only repurchase shares to the extent that sufficient freely distributable reserves (including contributed surplus) are available, as described under "Dividends." The aggregate

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par value of our registered shares held by us and our subsidiaries may not exceed 10% of our registered share capital. We may repurchase our registered shares beyond the statutory limit of 10%, however, if shareholders have passed a resolution at a general meeting of shareholders authorizing the board of directors to repurchase registered shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Any registered shares repurchased pursuant to such an authorization will then be cancelled at the next general meeting upon the approval of shareholders holding a majority of the registered shares represented at the general meeting. Repurchased registered shares held by us or our subsidiaries do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the shares. For information about Swiss withholding tax and share repurchases, see "Material Tax Considerations—Swiss Tax Considerations."

Reduction of Share Capital

        Capital distributions also may take the form of a distribution of cash or property that results in a reduction of our share capital recorded in the commercial register. Such a capital reduction requires the approval of shareholders holding a majority of the registered shares represented at the general meeting. A special audit report must confirm that creditors' claims remain fully covered despite the reduction in the share capital recorded in the commercial register. Upon approval by the general meeting of shareholders of the capital reduction, the board of directors must give public notice of the capital reduction resolution in the Swiss Official Gazette of Commerce three times and notify creditors that they may request, within two months of the third publication, satisfaction of or security for their claims.

General Meetings of Shareholders and Voting Rights

General Meetings of Shareholders

        The general meeting of shareholders is our supreme corporate body. Ordinary and extraordinary shareholders meetings may be held. The following powers will be vested exclusively in the shareholders meeting:

•

adoption and amendment of our articles of association;



•

election of members of the board of directors and the auditor;



•

approval of the annual business report, the stand-alone statutory financial statements and the consolidated financial statements;



•

payments of dividends and any other distributions of capital to shareholders, excluding share repurchases below 10% of the registered share capital to the extent that sufficient freely distributable reserves are available;



•

discharge of the members of the board of directors from liability for business conduct during the previous fiscal year to the extent such conduct is known to the shareholders; and



•

any other resolutions that are submitted to a general meeting of shareholders pursuant to law, our articles of association or by voluntary submission by the board of directors, unless a matter is within the exclusive competence of the board of directors pursuant to the Swiss Code.

        Under the Swiss Code and our proposed articles of association, we must hold an annual, ordinary general meeting of shareholders within six months after the end of our fiscal year for the purpose of approving the annual financial statements and the annual business report and the annual election of directors. The invitation to general meetings must be published in the Swiss Official Gazette of Commerce at least 20 calendar days prior to the relevant general meeting of shareholders. The notice of a meeting must state the items on the agenda and the proposals of the board of directors and of the

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shareholders who demanded that a shareholders meeting be held or that an item be included on the agenda and, in case of elections, the names of the nominated candidates. No resolutions may be passed at a shareholders meeting concerning agenda items for which proper notice was not given, except for proposals made during a shareholders meeting to convene an extraordinary shareholders meeting or to initiate a special investigation. No previous notification will be required for proposals concerning items included on the agenda or for debates as to which no vote is taken.

        Annual general meetings of shareholders may be convened by the board of directors or, under certain circumstances, by the auditor. A general meeting of shareholders can be held anywhere.

        An extraordinary general meeting of shareholders may be called upon the resolution of our board of directors or, under certain circumstances, by the auditor. In addition, our board of directors is required to convene an extraordinary general meeting of shareholders if so resolved by the general meeting of shareholders, or if so requested by shareholders holding an aggregate of at least 10% of the registered shares, specifying the items for the agenda and their proposals, or if it appears from the parent company annual statutory balance sheet that half of our share capital and reserves are not covered by our assets. In the latter case, our board of directors immediately must convene an extraordinary general meeting of shareholders and propose financial restructuring measures.

        Under our proposed articles of association and our organizational regulations, any shareholder in compliance with the legal requirements may request that an item be included on the agenda of a general meeting of shareholders and may nominate one or more directors for election. A request for inclusion of an item on the agenda or a nominee must be in writing, must specify the items and proposals and must be submitted in accordance with certain advance notice procedures.

        Under the Swiss Code, a general meeting of shareholders for which a notice of meeting has been duly published may not be adjourned without publishing a new notice of meeting.

        Our annual report and auditor's report must be made available for inspection by the shareholders at our place of incorporation no later than 20 days prior to the meeting. Each shareholder is entitled to request immediate delivery of a copy of these documents free of charge. Shareholders of record will be notified of this in writing.

Voting

        Each registered share carries one vote at a general meeting of shareholders. Voting rights may be exercised by shareholders registered in the share register or by a duly appointed proxy of a registered shareholder, which proxy need not be a shareholder. Our proposed articles of association contain a provision regarding voting rights that is customary for Swiss companies. This provision provides that, to be able to exercise voting rights, holders of shares must apply to us for enrollment in our share register (Aktienregister) as shareholders with voting rights. Registered holders of shares may obtain the form of declaration from our transfer agent, which we expect will be BNY Mellon Shareowner Services (our current transfer agent) after the Change of Domicile. In order to exercise their voting rights, shareholders will be required to disclose their name and address and that they have acquired their shares in their name and for their account in order to be recorded in our share register as shareholders with voting rights. Persons not expressly declaring themselves to be holding shares for their own account in the application for entry in the share register will not be registered as shareholders with voting rights. Certain exceptions exist with regard to nominees. Legal entities or partnerships or other associations or joint ownership arrangements which are linked through capital ownership or voting rights, through common management or in like manner, as well as individuals, legal entities or partnerships (especially syndicates) which act in concert with intent to evade the entry restrictions are considered as one shareholder or nominee. Failing registration as shareholders with voting rights, shareholders may not participate in or vote at our shareholders' meetings, but will be entitled to dividends, preemptive rights and liquidation proceeds. Only shareholders that are registered as

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shareholders with voting rights on the relevant record date are permitted to participate in and vote at a general shareholders' meeting.

        Treasury shares, whether owned by us or one of our majority-owned subsidiaries, will not be entitled to vote at general meetings of shareholders.

        With respect to the election of directors, each holder of registered shares entitled to vote at the election has the right to vote, in person or by proxy, the number of registered shares held by him for as many persons as there are directors to be elected. Directors are elected by the affirmative vote of an absolute majority of the registered shares represented and voting at the general meeting of shareholders. All valid votes cast, including blank votes and abstentions, will be recognized for purposes of establishing the number of votes cast. Our proposed articles of association do not provide for cumulative voting for the election of directors.

        Pursuant to our proposed articles of association, shareholders generally pass resolutions by the affirmative vote of a relative majority of the registered shares represented and voting at the general meeting of shareholders unless otherwise provided by law or our articles of association. Broker non-votes, abstentions and blank and invalid ballots will not be counted for purposes of determining approval of proposals.

        The acting chair may direct that elections be held by use of an electronic voting system. Electronic resolutions and elections are considered equal to resolutions and elections taken by way of a written ballot.

Supermajority Voting

        The Swiss Code and our proposed articles of association require the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at a general meeting to approve the following matters:

•

the amendment to or the modification of our corporate purpose;



•

the creation of shares with privileged voting rights;



•

the restriction on the transferability of shares and any amendment in relation thereto;



•

the restriction on the exercise of the right to vote and any amendment in relation thereto;



•

an authorized or conditional increase in the nominal share capital;



•

an increase in the nominal share capital through the conversion of capital surplus, through a contribution in kind, or in exchange for an acquisition of assets, or a grant of special privileges;



•

the restriction or withdrawal of preemptive rights;



•

a change in our place of incorporation;



•

the conversion of registered shares into bearer shares and vice versa; and



•

our dissolution.

        The same supermajority voting requirements apply to resolutions in relation to transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets (the "Merger Act"), including a merger, demerger or conversion of a corporation, other than a cash-out or certain squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company, where an affirmative vote of 90% of the outstanding registered shares is required. Swiss law also may impose this supermajority voting requirement in connection with the sale of "all or substantially all of its assets". See "Other Rights and Share Information—Compulsory Acquisitions; Appraisal Rights."

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Quorum for General Meetings

        According to our proposed articles of association, all resolutions and elections made by the shareholders' meeting require the presence of half plus one of all shares entitled to vote. Abstentions, broker non-votes and blank or invalid ballots will be regarded as present for purposes of establishing a quorum of shareholders.

        Under the Swiss Code, the board of directors has no authority to waive quorum requirements stipulated in a company's articles of association.

Other Rights and Share Information

Inspection of Books and Records

        Under the Swiss Code, a shareholder has a right to inspect the share register with regard to his own shares and otherwise to the extent necessary to exercise his shareholder rights. No other person has a right to inspect the share register. The books and correspondence of a Swiss corporation may be inspected with the express authorization of the general meeting of shareholders or by resolution of the board of directors and subject to the safeguarding of the company's business secrets. At a general meeting of shareholders, any shareholder is entitled to request information from the board of directors concerning the affairs of the company. Shareholders also may ask the auditor questions regarding its audit of the company. The board of directors and the auditor must answer shareholders' questions to the extent necessary for the exercise of shareholders' rights and subject to prevailing business secrets or other material interests of the corporation.

Special Investigation

        If the shareholders' inspection and information rights as outlined above prove to be insufficient, any shareholder may propose to the general meeting of shareholders that specific facts be examined by a special commissioner in a special investigation. If the general meeting of shareholders approves the proposal, we or any shareholder, within 30 calendar days after the general meeting of shareholders, may request the court at our registered office to appoint a special commissioner. If the general meeting of shareholders rejects the request, one or more shareholders representing at least 10% of the share capital or holders of registered shares in an aggregate par value of at least two million Swiss francs may request the court to appoint a special commissioner. The court will issue such an order if the petitioners can demonstrate that the board of directors, any member of the board or an officer infringed the law or our articles of association and thereby damaged us or our shareholders. The costs of the investigation generally would be allocated to us and only in exceptional cases to the petitioners.

Compulsory Acquisitions; Appraisal Rights

        Business combinations and other transactions that are binding on all shareholders are governed by the Merger Act. A statutory merger or demerger requires that at least two-thirds of the registered shares and a majority of the par value of the registered shares represented at the general meeting of shareholders vote in favor of the transaction. Under the Merger Act, a "demerger" may take two forms:

•

a legal entity may divide all of its assets and transfer such assets to other legal entities, with the shareholders of the transferring entity receiving equity securities in the acquiring entities and the transferring entity dissolving upon deregistration in the commercial register; or



•

a legal entity may transfer all or a portion of its assets to other legal entities, with the shareholders of the transferring entity receiving equity securities in the acquiring entities.

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        If a transaction under the Merger Act receives all of the necessary consents, all shareholders would be compelled to participate in the transaction. See "Shareholders Meetings and Voting Rights."

        Swiss corporations may be acquired through the direct acquisition of their share capital. With respect to corporations limited by shares, the Merger Act provides for the possibility of a so-called "cash-out" or "squeeze-out" merger if the acquirer controls 90% of the outstanding registered shares. In these limited circumstances, minority shareholders of the corporation being acquired may be compensated in a form other than through shares of the acquiring corporation, for instance, through cash or securities of a parent corporation of the acquiring corporation or of another corporation. For business combinations effected in the form of a statutory merger or demerger and subject to Swiss law, the Merger Act provides that, if the equity rights have not been adequately preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent court to determine a reasonable amount of compensation.

        In addition, under Swiss law, the sale of the overwhelming part of the corporation's assets may require a resolution of the general meeting of shareholders passed by holders of at least two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at the general meeting of shareholders. Whether or not a shareholder resolution is required depends on the particular transaction, including whether the following test is satisfied:

•

the corporation sells a core part of its business, without which it is economically impracticable or unreasonable to continue to operate the remaining business;



•

the corporation's assets, after the divestment, are not invested in accordance with the corporation's statutory business purpose; and



•

the proceeds of the divestment are not earmarked for reinvestment in accordance with the corporation's business purpose but, instead, are intended for distribution to shareholders or for financial investments unrelated to the corporation's business.

        If all of the foregoing apply, a shareholder resolution likely would be required.

Anti-Takeover Provisions

        Under Swiss law, there generally is no prohibition of business combinations with interested shareholders. In certain circumstances, however, shareholders and members of the board of directors of Swiss corporations, as well as certain persons associated with them, must refund any payments they receive that are not made on an arm's length basis.

        Our proposed Swiss articles of association authorize our board of directors to issue shares out of authorized share capital without shareholder approval and without regard for shareholders' preemptive rights if:

•

a shareholder or group of shareholders acting in concert acquires in excess of 15% of the share capital recorded in the commercial register; and



•

such shareholders or group of shareholders has not submitted a takeover proposal to shareholders that is recommended by the board of directors or for the purpose of the defense of an actual, threatened or potential unsolicited takeover bid, in relation to which the board of directors, upon consultation with an independent financial adviser, has not recommended acceptance to the shareholders.

        In addition, our proposed articles of association limit the number of registered shares that may be voted by a single shareholder or group of shareholders acting together to 15% of our registered share capital. See "Comparison of Shareholder Rights—Anti-Takeover Provisions—Voting Threshold." For

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other provisions that could be considered to have an anti-takeover effect see "Preemptive Rights and Advance Subscription Rights" and "Corporate Governance."

Corporate Governance

        In addition to articles of association, Swiss corporations enact organization rules in the form of organizational regulations which further define the task and duties of the board of directors and executive management. The organizational regulations are enacted and amended by the board of directors. The organizational regulations that our board of directors is expected to enact immediately following the Change of Domicile are attached hereto as Annex B. To the extent possible under Swiss law, these organizational regulations are consistent with the analogous provisions in our current bye-laws. The significant differences between our proposed articles of incorporation and organizational regulations and our current bye-laws are included in the discussion under "Comparison of Shareholder Rights."

Duration; Dissolution; Rights upon Liquidation

        Our duration is unlimited. We may be dissolved at any time with the approval of shareholders holding two-thirds of the voting rights and a majority of the par value of the registered shares represented at a general meeting. Dissolution by court order is possible if we become bankrupt, or for cause at the request of shareholders holding at least 10% of our registered share capital. Under Swiss law, any surplus arising out of liquidation, after the settlement of all claims of all creditors, will be distributed to shareholders in proportion to the paid-up par value of registered shares held, subject to Swiss withholding tax requirements.

Uncertificated Shares

        We are authorized to issue registered shares in certificated or uncertificated form, but intend to issue only uncertificated shares.

Stock Exchange Listing

        Upon the completion of the Change of Domicile, we expect our registered shares to continue to be listed on the New York Stock Exchange and trade under the symbol "TYC." We expect to discontinue our listing on the Bermuda Stock Exchange shortly after the Change of Domicile.

No Sinking Fund

        The registered shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

        The registered shares will be duly and validly issued, fully paid and nonassessable.

No Redemption and Conversion

        The registered shares are not convertible into shares of any other class or series or subject to redemption either by us or by the holder of the shares.

Transfer and Registration of Shares

        We have not imposed any restrictions applicable to the transfer of our registered shares. Our share register will initially be kept by BNY Mellon Shareowner Services, which acts as transfer agent and registrar. The share register reflects only record owners of our shares. Swiss law does not recognize fractional share interests.

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COMPARISON OF SHAREHOLDER RIGHTS

        Your current rights as a shareholder are governed by Bermuda law and our memorandum of association and Amended and Restated Bye-laws. After the Change of Domicile, your rights will be governed by Swiss law and our articles of association and organizational regulations.

        Many of the principal attributes of our Bermuda shares and Swiss shares will be similar. There are differences, however, between your rights under Swiss law and under the corporate statutory and common law of Bermuda, which is modeled on certain provisions of the corporate statutory law of England and Wales and in respect of which the common law of England and Wales is highly persuasive authority as to questions of Bermuda law. In addition, there are differences between our current Bermuda memorandum of association and Amended and Restated Bye-laws and our proposed Swiss articles of association and proposed organizational regulations. The following discussion is a summary of material changes in your rights resulting from the Change of Domicile.

        This summary is not complete and does not cover all of the differences between Swiss law and Bermuda law affecting companies and their shareholders or all the differences between our Bermuda memorandum of association and Amended and Restated Bye-laws and our proposed Swiss articles of association and proposed organizational regulations. We believe this summary is complete and accurate in all material respects. It is, however, subject to the complete text of the relevant provisions of the Swiss Code of Obligations, in particular articles 620 through 763 of the Swiss Code and the Merger Act, the Companies Act 1981 (as amended) of Bermuda (the "Companies Law"), our Bermuda memorandum of association and Amended and Restated Bye-laws and our articles of association and organizational regulations. We encourage you to read those laws and documents. Our proposed Swiss articles of association and proposed organizational regulations are attached to this proxy statement as Annex A and Annex B. For information as to how you can obtain our Bermuda memorandum of association and Amended and Restated Bye-laws, see "Where You Can Find More Information."

        In the discussion below, we refer to Tyco International Ltd. as currently constituted under Bermuda as "Tyco (Bermuda)" and as proposed to be constituted under Swiss Law as "Tyco (Switzerland)."

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