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Tyco International Ltd. (NYSE:TYC)

2012 Annual General Meeting of Shareholders

March 07, 2012 09:00 a.m. ET

Executives

Judith Reinsdorf – Executive Vice President and General Council

Edward Breen – Chairman, CEO

Frank Sklarsky – EVP, Chief Financial Officer

Judith Reinsdorf

Good afternoon ladies and gentlemen, welcome to the 2012 Annual General Meeting of Shareholders of Tyco International. I’m Judy Reinsdorf, Executive Vice President and General Council of Tyco.

Before we move to the items on today’s agenda, I would like to address a few administrative items. The company provided notice of the meeting and a Proxy Statement mailed to shareholders on January 19th, 2012. In addition on February 8, 2012, the company published the invitation to this meeting and the agenda in the Swiss Official Gazette of Commerce and on the company’s website.

The Proxy Statement and the published invitation included the agenda items and the proposed for the Board of Directors. No shareholder has requested that an item be included on the agenda. The Annual Report to the 2011 fiscal year was sent with the Proxy Statement to registered shareholders and made available on our website and on our office in Schaffhausen.

Now I’d like to introduce Ed Breen, Chairman and Chief Executive Officer of the company.

Edward Breen

Great, thank you, thank you, Judy. On behalf of Bruce Gordon, your Lead Director and the rest of your Board of Directors, I want to welcome and thank you for participating in this meeting. As Chairman of the Board of Directors, I would reside over the meeting. Judy Reinsdorf will take the minutes of today’s meeting. We will also be recording the proceedings for replay on our website.

I note that the following members of the Board of Directors are present and I’d ask to each stand and be recognized. Bruce Gordon our Lead Director and Former President and Chief Executive Officer of the NAACP. Mike Daniels Senior Vice President, Global Technology Services of IBM. Tim Donahue, former Executive Chairman of Sprint Nextel Corporation, Brian Duperreault, President and Chief Executive Officer of Marsh & McLennan Companies, Raj Gupta former Chairman and Chief Executive Officer of Rohm and Haas Company.

Jack Krol Former Chairman and Chief Executive Officer of DuPont, Brendan O'Neill, Former Chief Executive Imperial Chemical Industries, Dinesh Paliwal, Chairman, President and Chief Executive Officer of Harman International. Bill Stavropoulos, Former Chairman, President and Chief Executive Officer of Dow Chemical Company, Sandra Wijnberg, Chief Administrative Officer of Aquiline Holdings LLC and David Yost, Former President and Chief Executive Officer of AmerisourceBergen Corporation.

I’d also like to introduce others who are here with us in today’s meeting. As a representative of our Swiss Auditors, I welcome Mr. Peters of Deloitte as the representative of our U.S. orders. I welcome Mr. Cooper of Deloitte. And as a representative of our special auditors, I welcome Mr. Kanapca of Price Waterhouse Coopers, would you all please stand to be recognized. Okay, great, thanks guys.

Finally, I’d like to introduce Frank Sklarsky, Executive Vice President and CFO of the company. And Dr. Mag our Attorney at Large here in Zurich, Frank Sklarsky, acts as the company’s Proxy and Dr. Mag as the independent Proxy. Depending on the instructions received from shareholders, Mr. Sklarsky and Dr. Mag may build separate blocks of shares both for and against each proposal. And they may abstain as well.

Under Swiss Wall, some of the resolution could be taken today must be recorded by Swiss Public Notary. Mr. Peter is the Public Notary and he will record the relevant resolutions in a public feed. Broadridge Financial Solutions will serve as Vote Counter and Inspector of Elections. Are there any objections to this appointment?

Judy, would you please address the formalities of the meeting.

Judith Reinsdorf

Article 16 of our Articles of Association requires that the General Meeting of Shareholders cash each proposed resolution with the affirmative vote of at least the majority of the votes cast at today’s meeting. Today’s resolutions and elections will be taken by written ballot. Shareholders who have a question concerning and agenda item will have the opportunity to ask questions when the proposals come up for consideration. Please use the microphone which is available.

We have now received the attendance list. As mentioned on this list, no registered shares have been represented by the shareholders in person. 383,580,801 registered shares with an aggregate nominal value of 2,569,991,367 Swiss Franks are being represented by the company. 88,500 registered shares with an aggregate nominal value of 592,950 Swiss Franks are being represented by the independent Proxy.

No shares are being represented by portfolio representatives. In the aggregate 383,669,301 registered shares with an aggregate nominal value of 2,570,584,317 Swiss Franks are represented in person or by Proxy.

I note that the majority of all shares entitled to vote are being represented and a corm (ph) is present. The tax of the agenda items and the proposal to be voted upon at the meeting are included in the final invitation distributed to each person.

Edward Breen

As the required formalities have been fulfilled, I hereby declare this meeting open for the conduct to business. We will now move on to today’s agenda items and after all proposals have been submitted and discussed, vote on each proposal that has been duly brought before this meeting.

Judith Reinsdorf

The first agenda item is the approval of the company’s Annual Report, parent company financial statements and consolidated financial statements for the 2011 fiscal year. You will find copies of these statements in the 2011 Annual Report. We have copies available for you on the company’s information table located just outside the auditorium.

The board proposed that the company’s Annual Report, the parent company financial statements and the consolidated financial statements for the year ended, September 30, 2011 be approved. This proposal is made in accordance with the recommendations of the auditors and the auditors have informed me that they have no additional remarks to their report. If there are any questions or comments, please raise your hand at this time.

Moving on to the next agenda item, agenda item 2 relates to the discharge of the Board of Directors from certain liabilities. The Board of Directors proposes granting a discharge from liabilities for their activities during the fiscal year ended September 30, 2011. If there are any questions regarding this board proposal, please raise your hand at this time.

Moving on to the next agenda item. The third proposal on today’s agenda is the reelection of all 12 members of the Board of Directors. The Board of Directors recommends electing the slate proposed to shareholders in the Proxy Statement. If there are any questions or comments, please raise your hand at this time.

The fourth agenda item includes three relative proposals. Item 4(a) covers the election of Deloitte AG as our statutory auditor. Item 4(b) requests the ratification of Deloitte and Touche LLP as our independent registered public accounting firm for U.S. Securities Law purposes. Item 4(c) covers the election of Price Waterhouse Coopers AG as our special auditing firm for term expiring at the 2013 General Meeting. The representative of Deloitte and Price Waterhouse Coopers AG has confirmed that they are willing to stand for election. The board recommends the election of Deloitte and Price Waterhouse Coopers to perform the audit services set forth in the Proxy Statement. If there are any questions regarding this proposal, please raise your hand at this time.

The next agenda item includes proposals to allocate the 2011 fiscal year profits, consolidate the company’s reserves and proven ordinary cash dividend. Item 5(a) relates to the allocation of the results of fiscal year 2011. The board, recommends to use the company’s net income of fiscal year 2011 and our statutory financial statements in the amount of 7,159,800,990 Swiss Franks to reduce the accumulated deficit.

Item 5(b) relates to consolidation of the company’s reserves and it’s statutory accounts which consists of the general reserve, a reserve for treasury shares and the contributive surplus under a new account entitled reserve from capital contributions, thereby confirming that the contributed surplus shall in principle remain available for distribution to shareholders.

Item 5(c) relates a proposed dividend. The proposal seeks approval for the payment of an ordinary cash dividend of up to a $1 per share, made out of the company’s contributed surplus equity position subject to an aggregate cap of 885 million Swiss Franks. The dividend would be paid in two equal installments of $0.25 per share with conditional approval thought for two additional installments of $0.25 per share. The conditional dividend installments would be paid only if the record date for the spin-off transactions does not precede the quarterly dividend record date. If there are any questions regarding this proposal, please raise your hand.

Agenda item number 6 relates to a non-binding advisory vote to approve executive compensation. The Board of Directors recommend that shareholders cast a non-binding vote to approve the company’s executive compensation report, including the compensation pay to executive officers in fiscal 2011, or as described in the executive compensation report included on pages 45 to 79 of the Proxy Statement. If there are any questions regarding this proposal, please raise your hand at this time.

The next proposal is to seek shareholder approval to amend our Articles of Association reflect new Swiss legal regulations regarding the book – the custody and transfer of shares by book-entry as well as the move to the company’s headquarters Neuhausen am Rheinfall. The board proposes that the Shareholders Meeting is hereby resolved to adopt the amendments to the Articles of Association appearing in the Proxy Statement and the invitation under proposal number 7 in both German and English. If there are any questions regarding this proposal, please approach to the microphone at this time.

You have heard all the proposals on which you will be voting at this meeting. We will now conclude discussions on today’s agenda and proceed to voting.

Edward Breen

I now declare the polls closed. Are there any other questions at this time?

Judith Reinsdorf

I believe we are now ready to present the preliminary voting results. This represents all the votes pursuant to Proxies received and tabulated prior to commencement of the meeting. Final voting results will be published in the company’s SEC filings. The preliminary report of the Inspector of Elections shows that proposals one through six were approved by the affirmative vote of the majority of the votes cast at the Annual General Meeting. In addition, proposal number seven, Amendments to our Articles of Association, has been approved by the two thirds majority of the votes cast as required by Swiss Law.

Edward Breen

Thank you, Judy. In accordance with the Secretary’s Report, I declare the proposals one through seven have been approved by shareholders in the form proposed by the board. There being no further business, I declare this meeting adjourned. Thank you very much for coming.

Operator

This concludes today's conference and you may disconnect at this time.

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