Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Table of Contents

				Tyco International Ltd. Freier Platz 10 CH-8200 Schaffhausen, Switzerland
				Tele: +41 52 633 02 44 Fax: +41 52 633 02 99

January 20, 201119, 2012

Dear Shareholder,

        You are cordially invited to attend the 20112012 Annual General Meeting of Shareholders of Tyco International Ltd., which will be held on March 9, 20117, 2012 at 3:00 p.m., Central European Time, at the Park Hyatt Zürich, Beethoven-Strasse 21, 8002Sonnenberg Convention Center, Gebetour AG, Aurorastrasse 100, CH-8032 Zürich, Switzerland. Details of the business to be presented at the meeting can be found in the accompanying Notice of Annual General Meeting and Proxy Statement. 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 common shares be represented at the meeting. Accordingly, we ask that you please complete, sign, date and return the enclosed proxy card or cast your vote electronically at your earliest convenience.

        On behalf of the Board of Directors and the management of Tyco, I extend our appreciation for your continued support.

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

Tyco International Ltd.
Freier Platz 10, CH-8200 Schaffhausen, Switzerland

20112012 Proxy Statement

Table of Contents

TYCO INTERNATIONAL LTD.

NOTICE OF 20112012 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 9, 20117, 2012

        NOTICE IS HEREBY GIVEN that the 20112012 Annual General Meeting of Shareholders of Tyco International Ltd. will be held on March 9, 20117, 2012 at 3:00 p.m., Central European Time, at the Park Hyatt Zürich, Beethoven-Strasse 21, 8002Sonnenberg Convention Center, Gebetour AG, Aurorastrasse 100, CH-8032 Zürich, Switzerland for the following purposes:

1.

To approve the annual report, the parent company financial statements of Tyco International Ltd and the consolidated financial statements for the fiscal year ended September 24, 201030, 2011;



2.

To discharge the Board of Directors from liability for the financial year ended September 24, 2010;30, 2011;



3.

To elect the Board of Directors;



4.

To elect auditors as follows:



4.a

to elect Deloitte AG (Zürich) as statutory auditors until our next annual general meeting;



4.b

to ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 30, 2011;28, 2012;



4.c

to elect PricewaterhouseCoopers AG (Zürich) as special auditors until our next annual general meeting;



5.

To approve the following:



5.a

the allocation of fiscal year 20102011 results; and



5.b

the consolidation of reserves;



5.c

the payment of an ordinary cash dividenddividends in the amount of up to $1.00 per share be made out of Tyco's "contributed surplus" equity positioncapital contribution reserve in its statutory accounts.



6.

To amend our articles of association in order to renew the amount of the authorized share capital available for new issuance.



7.

To approve the cancellation of repurchased treasury shares.



8.

To consider the following:



8.a

a non-binding advisory (consultative) vote to approve executive compensation;



7.

To approve amendments to our articles of association regarding book entry securities and to reflect the transfer of the registered seat of Tyco International Ltd.; and



8.b

a non-binding advisory (consultative) vote on the frequency of the executive compensation vote; and



9.8.

To consider and act on such other business as may properly come before the meeting or any adjournment thereof.

        This Notice of Annual General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 20, 201119, 2012 to each holder of record of Tyco common shares at the close of business on January 10, 2011.9, 2012.Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card to ensure that your common shares are represented at the meeting. Tyco shareholders of record who attend the meeting may vote their common 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 20, 201119, 2012

2011

2012 Proxy Statement

Table of Contents

TABLE OF CONTENTS

2011 Proxy Statement            i

Table of Contents

2012 Proxy Statement            i

ii            20112012 Proxy Statement

Table of Contents

INFORMATION ABOUT THIS PROXY STATEMENT AND
THE ANNUAL GENERAL MEETING

Questions and Answers About Voting Your Common Shares

Why did I receive this Proxy Statement?

        Tyco has sent this Notice of Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card, because Tyco's Board of Directors is soliciting your proxy to vote at the Annual General Meeting on March 9, 2011.7, 2012. This Proxy Statement contains information about the items being voted on at the Annual General Meeting and important information about Tyco. Tyco's 20102011 Annual Report on Form 10-K, which includes Tyco's parent company financial statements and consolidated financial statements for the fiscal year ended September 24, 201030, 2011 (the "Annual Report"), is enclosed with these materials.

        Tyco has made these materials available to each person who is registered as a holder of its common shares in its register of shareholders (such owners are often referred to as "holders of record" or "registered shareholders") as of the close of business on January 10, 2011,9, 2012, the record date for the Annual General Meeting. Any Tyco shareholder as of the record date who does not receive Notice of the Annual General Meeting and Proxy Statement, together with the enclosed proxy card or voting instruction card and the Annual Report, may obtain a copy at the Annual General Meeting or by contacting Tyco at +41 52 633 02 44.

        Tyco has requested that banks, brokerage firms and other nominees who hold Tyco common shares on behalf of the owners of the common shares (such owners are often referred to as "beneficial shareholders" or "street name holders") as of the close of business on January 10, 20119, 2012 forward these materials, together with a proxy card or voting instruction card, to those beneficial shareholders. Tyco has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

        Finally, Tyco has provided for these materials to be sent to persons who have interests in Tyco common shares through participation in Tyco's retirement savings plans and employee share purchase plans. These individuals are not eligible to vote directly at the Annual General Meeting. They may, however, instruct the trustees of these plans how to vote the common shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans.

Who is entitled to vote?

        January 10, 20119, 2012, is the record date for the Annual General Meeting. On January 10, 2011,9, 2012, there were 477,554,915461,674,772 common shares outstanding and entitled to vote at the Annual General Meeting. Shareholders registered in our share register with voting rights at the close of business on January 10, 20119, 2012 are entitled to vote at the Annual General Meeting, except as provided below. A shareholder who purchases shares from a registered holder after January 10, 2011,9, 2012, but beforeFebruary 28, 2011,27, 2012, and who wishes to vote his or her shares at the Annual General Meeting must (i) ask to be registered as a shareholder with respect to such shares in our share register prior to February 28, 201127, 2012 and (ii) obtain a proxy from the registered voting rights record holder of those shares as of the record date. If you are a record holder of our common shares (as opposed to a beneficial shareholder) on the record date but sell your shares prior to the Annual General Meeting, you will not be entitled to vote those shares at the Annual General Meeting.

        In March 2009, Tyco changed its jurisdiction of incorporation from Bermuda to Switzerland. As described in our January 21, 2009 proxy statement/ prospectus, you should exchange any certificates representing our common shares you own that were issued while we were a Bermuda company for book-entry shares recorded electronically in our share register, and simultaneously elect to be enrolled as a shareholder with voting rights. While you will continue to be entitled to dividends, preemptive

20112012 Proxy Statement            1

Table of Contents

rights and liquidation proceeds even if you do not submit your certificates, you may not be able to exercise any voting rights, prove your ownership interest in the Company, transfer your shares or exercise other shareholder rights until you submit your certificates and are registered as a shareholder entitled to voting rights. Please contact our transfer agent, BNY Mellon Shareowner Services, at 800-685-4509, to obtain the appropriate forms to surrender your old certificates. Beneficial holders of shares held in "street name" are not required to take any action in this regard.

How many votes do I have?

        Every holder of a common share on the record date will be entitled to one vote per share for each Director to be elected at the Annual General Meeting and to one vote per share on each other matter presented at the Annual General Meeting. However, if you own "Controlled Shares" representing voting power of 15% or more, your ability to vote shares exceeding 15% of the voting power is limited. Controlled Shares is defined in Article 8 of our Articles of Association and generally refers to shares held directly, indirectly, formally, constructively or beneficially by any individual or entity, or any individuals or entities acting together as a group, subject to certain limitations.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

        Most of our shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record

        If your shares are registered directly in your name, as registered shares entitled to voting rights, in our share register operated by our transfer agent, BNY Mellon Shareowner Services, you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the Company officers named in the proxy card or to the independent proxy (see "How Do I Appoint and Vote via an Independent Proxy?" below) named in the proxy card, or to grant a written proxy to any person (who does not need to be a shareholder), or to vote in person at the Annual General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint Company officers or the independent proxy as your proxy.

Beneficial Owner

        If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares and are also invited to attend the Annual General Meeting. However, since you are not the shareholder of record, you may only vote these shares in person at the Annual General Meeting if you follow the instructions described below under the heading "How do I attend the Annual General Meeting?" and "How do I vote?" Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing your broker, bank or other nominee as to how to vote your shares, which may contain instructions for voting by telephone or electronically.

2            20112012 Proxy Statement

Table of Contents

How do I vote?

        You can vote in the following ways:

•

By Mail: If you are a holder of record, you can vote by marking, dating and signing the appropriate proxy card and returning it by mail in the enclosed postage-paid envelope. If you beneficially own your common shares, you can vote by following the instructions on your voting instruction card.



•

By Internet or Telephone:  you can vote over the Internet atwww.proxyvote.com by following the instructions on the proxy card, voting instruction card or in the Notice of internet availability of proxy materials previously sent to you. You can vote using a touchtone telephone by calling 1-800-690-6903.



•

At the Annual General Meeting:  If you are planning to attend the Annual General Meeting and wish to vote your common shares in person, we will give you a ballot at the meeting. Shareholders who own their common shares in street name are not able to vote at the Annual General Meeting unless they have a proxy, executed in their favor, from the holder of record of their shares.

        Even if you plan to be present at the Annual General Meeting, we encourage you to complete and mail the enclosed card to vote your common shares by proxy. Telephone and Internet voting facilities for stockholders will be available 24 hours a day and will close at 11:59 p.m. EST on March 8, 2011.6, 2012.

How do I vote by proxy given to a company officer?

        If you properly fill in your proxy card appointing an officer of the Company as your proxy and send it to us in time to vote, your proxy, meaning one of the individuals named on your proxy card, will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors "FOR" each of the agenda items listed above. Alternatively, you can grant a proxy to the independent proxy as described below.

        If a new agenda item or a new motion or proposal for an existing agenda item is presented to the Annual General Meeting, the Company officer acting as your proxy will vote in accordance with the recommendation of our Board of Directors. At the time we began printing this proxy statement, we knew of no matters that needed to be acted on at the Annual General Meeting other than those discussed in this proxy statement.

        Whether or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card or submitting your vote electronically will not affect your right to attend the Annual General Meeting. You must return your proxy cards by the times and dates set forth below under "Returning Your Proxy Card" in order for your vote to be counted.

How do I appoint and vote via an independent proxy?

        If you are a shareholder of record as of the record date, you may authorize the independent proxy, Dr. Harald Maag, Bratschi Wiederkehr & Buob, Attorneys-at-Law, Bahnhofstrasse 70, P.O. Box 1130, CH-8021 Zürich, Fax +41 58 258 1099, with full rights of substitution, to vote your common shares on your behalf by checking the appropriate box on the enclosed proxy card. If you authorize the independent proxy to vote your shares without giving instructions, your shares will be voted in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.

        If new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to those agenda items set forth in the notice of meeting are being put forth before the Annual

20112012 Proxy Statement            3

Table of Contents

General Meeting, the independent proxy will, in the absence of other specific instructions, vote in accordance with the recommendations of the Board of Directors.

        Whether or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card or submitting your vote electronically will not affect your right to attend the Annual General Meeting. You must return your proxy cards by the times and dates set forth below under "Returning Your Proxy Card" in order for your vote to be counted.

How do I attend the Annual General Meeting?

        All shareholders are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders of record should bring the admission ticket attached to the enclosed proxy card and a form of photo identification to the Registered Shareholders check-in area, where their ownership will be verified. Those who beneficially own shares should come to the Beneficial Owners check-in area. To be admitted, beneficial owners must bring account statements or letters from their banks or brokers showing that they own Tyco common shares as of January 10, 20119, 2012 along with a form of photo identification. Registration will begin at 2:00 p.m. Central European Time and the Annual General Meeting will begin at 3:00 p.m. Central European Time.

What if I return my proxy or voting instruction card but do not mark it to show how I am voting?

        Your common shares will be voted according to the instructions you have indicated on your proxy or voting instruction card. If you sign and return your proxy card or voting instruction card but do not indicate instructions for voting, your common shares will be voted: "FOR" the election of all nominees to the Board of Directors named on the proxy card; and, "FOR" proposals two through seven and proposal 8(a); and, with respect to proposal 8(b) for a triennial vote on executive compensation. For any other matter which may properly come before the Annual General Meeting, and any adjournment or postponement thereof, proxies with blank voting instructions will be voted in accordance with the recommendation of the Board of Directors.

May I change or revoke my vote after I return my proxy or voting instruction card?

        You may change your vote before it is exercised by:

•

Notifying our Secretary in writing before the Annual General Meeting that you are revoking your proxy or, if you beneficially own your common shares, follow the instructions on the voting instruction card;



•

Submitting another proxy card (or voting instruction card if you beneficially own your common shares) with a later date;



•

If you are a holder of record, or a beneficial owner with a proxy from the holder of record, voting in person at the Annual General Meeting; or



•

If you voted by telephone or the Internet, submitting subsequent voting instructions through the telephone or Internet.

        If you have granted your proxy to the independent proxy and wish to revoke or change the proxy, you should send a revocation letter, and new proxy, if applicable, directly to the independent proxy, Dr. Harald Maag, Bratschi Wiederkehr & Buob, Attorneys-at-Law, Bahnhofstrasse 70, P.O. Box 1130, CH-8021 Zürich, Fax +41 58 258 1099.

What does it mean if I receive more than one proxy or voting instruction card?

        It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your common shares. Beneficial owners sharing an address who are receiving multiple

4            2011 Proxy Statement

Table of Contents

copies of the proxy materials and Annual Report will need to contact their broker, bank or other

4            2012 Proxy Statement

Table of Contents

nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of Tyco's common shares, your broker, bank or other nominee may deliver only one copy of the Proxy Statement and Annual Report to multiple shareholders who share an address unless that nominee has received contrary instructions from one or more of the shareholders. Tyco will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement and Annual Report to a shareholder at a shared address to which a single copy of the documents was delivered. Shareholders who wish to receive a separate written copy of the Proxy Statement and Annual Report, now or in the future, should submit their request to Tyco by telephone at +41 52 633 02 44 or by submitting a written request to Tyco Shareholder Services, Tyco International Ltd., Freier Platz 10, CH-8200 Schaffhausen, Switzerland.

What proposals are being presented at the Annual General Meeting and what vote is required to approve each proposal?

        Tyco intends to present proposals numbered one through eightseven for shareholder consideration and voting at the Annual General Meeting. These proposals are for:

•

Approval of the Annual Report, including Tyco's financial statements.

The approval of each of the annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 24, 201030, 2011 requires the affirmative vote of a relative majority of the votes presentcast (in person or by proxy) at the Annual General Meeting.

•

Discharge of the Board of Directors from liability for the financial year ended September 24, 2010.30, 2011.

The discharge of the Board of Directors requires the affirmative vote of a relative majority of the votes presentcast (in person or by proxy) at the Annual General Meeting, not counting the votes of any member of the Company's Board of Directors or any executive officer of the Company or any votes represented by the Company.

•

Election of the Board of Directors.

The election of each director nominee requires the affirmative vote of aan absolute majority (or in the event of a contested election, a plurality) of the votes presentcast (in person or by proxy) at the Annual General Meeting.Meeting (whereby votes cast include blank votes and abstentions).

•

Election and ratification of auditors.

Each of the election of Deloitte AG (Zürich) as our statutory auditor, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, and the election of PricewaterhouseCoopers AG, Zürich as our special auditing firm requires the affirmative vote of aan absolute majority of the votes present (in person or by proxy)cast at the Annual General Meeting.Meeting (whereby votes cast include blank votes and abstentions).

•

The allocation of fiscal year 20102011 results, the consolidation of reserve accounts and the approval of an ordinary dividend out of the Company's capital surplus.contribution reserve.

The allocation of fiscal year 20102011 results, the consolidation of reserve accounts and the approval of an ordinary dividend out of capital surplus requiresrequire the affirmative vote of a relative majority of the votes present (in person or by proxy) at the Annual General Meeting.

•

The amendment of our articles of association to renew our authorized share capital.

2011 Proxy Statement            5

Table of Contents

The amendments to our articles of association to re-authorize the issuance of share capital for new issuance requires the affirmative vote of two thirds of the votes present (in person or by proxy) at the Annual General Meeting.

•

Approval of the cancellation of repurchased treasury shares.

The cancellation of shares that have been repurchased and held in treasury, which will result in a reduction to the Company's share capital, requires the affirmative vote of a majority of the votes presentcast (in person or by proxy) at the Annual General Meeting.

•

Non-binding advisory (consultative) vote to approve executive compensation and the frequency of such vote.compensation.

The advisory (consultative) vote on executive compensation is non-binding, meaning that our Board of Directors will not be obligated to take any compensation actions, or to adjust our

2012 Proxy Statement            5

Table of Contents

executive compensation programs or policies as a result of the vote. Notwithstanding the advisory nature of the vote, the resolution will be considered passed with the affirmative vote of a relative majority of the votes presentcast (in person or by proxy) at the Annual General Meeting.

The advisory (consultative) vote on whether

•

Amendments to present the executive compensation proposal every one, two or three years is also a non-binding vote. Ourour Articles of Association state that, unless otherwise requiredto reflect (i) new Swiss legal regulations regarding the custody and transfer of shares by law, allbook-entry and (ii) the change in our registered seat in Switzerland from Schaffhausen to the neighboring city of Neuhausen am Rheinfall.

Amendments to Article 1 of our Articles of Association (which sets forth our registered seat in Switzerland) require the affirmative vote of two-thirds of the votes (withcast (in person or by proxy) at the exceptionAnnual General Meeting. Amendments to Article 7 of a contested Board election)our Articles of Association (regarding share certificates) require the affirmative vote of a relative majority of the votes cast. In determiningcast (in person or by proxy) at the relative majority, abstentions, broker non-votes, and blank or invalid ballots are disregarded. Accordingly, if there is not an option that receives more votes than the other two options taken together, the Board will re-submit the two options with the highest votes for an advisory (consultative) vote to the next annual meeting of shareholders.Annual General Meeting.

        Other than matters incident to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, Tyco does not know of any other business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion, and such proxy holders will vote in accordance with the recommendations of the Board of Directors.

What constitutes a quorum?

        Our Articles of Association provide that all resolutions and elections made at a shareholders' meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with abstentions, broker non-votes, blank or invalid ballots regarded as present for purposes of establishing the quorum.

What is the effect of broker non-votes and abstentions?

        A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to "routine" matters, they do not have discretionary power to vote your shares on "non-routine" matters pursuant to New York Stock Exchange ("NYSE") rules. We believe the following proposals will be considered non-routine under NYSE rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you: Proposal No. 3 (Election of Directors), and Proposal No. 5.b (Approval of Ordinary Dividend), Proposal No. 8a6 (Advisory (Consultative) Vote on Executive Compensation) and Proposal No. 8b (Advisory (Consultative) Vote on the Frequency of the Executive Compensation Vote).

6            2011 Proxy Statement

Table of Contents

        Common shares owned by shareholders electing to abstain from voting or submitting blank votes with respect to any agenda item and broker non-votesthe election of directors will be regarded as present at the meeting and counted towardsin the determination of the absolute majority required to approve the agenda items submittedelection of directors and to approve the Annual General Meeting.election and ratification of our auditors. Therefore, abstentions and broker non-votesblank votes will have the effect of an "AGAINST" vote on such agenda items. Pursuant to our Articles of Association, abstentions, broker non-votes, blank and invalid votes are disregarded for purposes of determining the majority for agenda items requiring the approval of a relative majority of votes cast.

How will voting on any other business be conducted?

        Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the

6            2012 Proxy Statement

Table of Contents

matter at their discretion and such proxy holders will vote in accordance with the recommendations of the Board of Directors.

Who will count the votes?

        Broadridge Financial Solutions will act as the inspector of election and will tabulate the votes.

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on March 9, 2011:7, 2012:

        Our proxy statement for the 20112012 Annual General Meeting, form of proxy card and 20102011 Annual Report are available at www.proxyvote.com.

        As permitted by U.S. Securities and Exchange Commission rules, Tyco is making this Proxy Statement and its Annual Report available to its stockholders electronically via the Internet. On January 20, 2011,19, 2012, we mailed to our stockholders a Notice containing instructions on how to access this proxy statement and our Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Returning Your Proxy Card to the Company

        Tyco 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 on it and received at one of the addresses set forth below by the times (being local times) and dates specified:

        If your common 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 common shares on your behalf.

2011 Proxy Statement            7

Table of Contents

Returning Your Proxy Card to the Independent Proxy

        Tyco shareholders wishing to instruct the independent proxy should complete the proxy card as soon as possible and check the appropriate box to appoint the independent proxy. In order to assure that your proxy is received in time to be voted at the meeting by the independent proxy, the proxy card

2012 Proxy Statement            7

Table of Contents

must be completed in accordance with the instructions on it and received at the address set forth below by the time (being local time) and date specified:

Organizational Matters Required by Swiss Law

Admission to the Annual General Meeting

        Shareholders who are registered in the share register on January 10, 20119, 2012 will receive the proxy statement and proxy cards from us. Beneficial owners of shares will receive an instruction form from their broker, bank, nominee or custodian acting as shareholder of record to indicate how they wish their shares to be voted. Beneficial owners who wish to vote in person at the Annual General Meeting are requested to obtain a proxy executed in their favor, from their broker, bank, nominee or other custodian that authorizes you to vote the shares held by them on your behalf. In addition, you must bring to the Annual General Meeting an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the shares. Shareholders of record registered in the share register are entitled to vote and may participate in the Annual General Meeting. Each share carries one vote. The exercise of the voting right is subject to the voting restrictions set out in our Articles of Association, a summary of which is contained in "How many votes do I have?" For further information, refer to "Who is entitled to vote?", "What is the difference between holding shares as a shareholder of record and as a beneficial owner?", "How do I vote by proxy given to a company officer?", "How do I appoint and vote via an independent proxy?" and "How do I attend the Annual General Meeting?"

        Shareholders who purchase our shares and, upon application, become registered as shareholders with respect to such shares afterJanuary 10, 20119, 2012, but on or beforeFebruary 28, 201127, 2012, and who wish to vote those shares at the Annual General Meeting, will need to obtain a proxy, executed in their favor, from the registered holder of those shares as of the record date to vote their shares in person at the Annual General Meeting. Shareholders registered in our share register (as opposed to beneficial shareholders) who have sold their shares prior to the Annual General Meeting are not entitled to vote those shares.

Granting of Proxy

        If you are a shareholder of record and do not wish to attend the Annual General Meeting, you have the right to grant your voting proxy directly to the Company officers named in the proxy card. Alternatively, you can appoint Dr. Harald Maag, Bratschi Wiederkehr & Buob, Attorneys-at-Law, Bahnhofstrasse 70, P.O. Box 1130, CH-8021, Zürich, Switzerland, Fax +41 58 258 1099, as independent proxy, in accordance with Article 689c of the Swiss Code of Obligations, with full rights of substitution, by checking the appropriate box on the enclosed proxy card, or grant a written proxy to any other person, which person does not need to be a shareholder. For further information, refer to "How do I vote by proxy given to a company officer?" and "How do I appoint and vote via an independent proxy?"

8            2011 Proxy Statement

Table of Contents

        The proxies granted to the independent proxy must be received by the independent proxy no later than March 8, 2011,6 2012, 12:00 noon Central European time.

        Registered shareholders who have appointed a Company officer or the independent proxy as a proxy may not vote in person at the meeting or send a proxy of their choice to the meeting, unless they revoke or

8            2012 Proxy Statement

Table of Contents

change their proxies. Revocations must be received by the independent proxy no later than March 8, 2011,6, 2012, 11:00 a.m. Central European time. Registered shareholders who have appointed a Company officer as their proxy may revoke their proxy at any time before the vote is taken at the Annual General Meeting. However, a written revocation must be received by the Secretary in sufficient time to permit the necessary examination and tabulation of the subsequent revocation. Written revocations should be directed to the Secretary of the Company at the same addresses listed above used for proxy submissions.

        With regard to the items listed on the agenda and without any explicit instructions to the contrary, the Company officer acting as proxy and the independent proxy will vote according to the recommendations of the Board of Directors. If new agenda items (other than those on the agenda) or new proposals or motions regarding agenda items set out in the invitation to the Annual General Meeting are being put forth before the meeting, the Company officer acting as proxy will vote in accordance with the recommendations of the Board of Directors, as will the independent proxy in the absence of other specific instructions.

        Beneficial owners who have not obtained a proxy, executed in their favor, from their broker, custodian or other nominee, are not entitled to vote in person at, or participate in, the Annual General Meeting.

        For further information, refer to "What is the difference between holding shares as a shareholder of record and as a beneficial owner?"

Proxy holders of deposited shares

        Proxy holders of deposited shares in accordance with Article 689d of the Swiss Code of Obligations are kindly asked to inform the Company of the number of the shares they represent as soon as possible, but no later than March 9, 2011,7, 2012, 2:00 p.m. Central European time at the Registered Shareholders check-in area.

Tyco Annual Report

        The Tyco International Ltd. 2010 Annual2011Annual Report containing the Company's audited consolidated financial statements with accompanying notes and its audited Swiss statutory financial statements prepared in accordance with Swiss law, which include required Swiss disclosures, is available on the Company's web site in the Investor Relations Section at www.tyco.com. Copies of this document may be obtained without charge by contacting Tyco by phone at +41 52 633 02 44. Copies may also be obtained without charge by contacting Investor Relations in writing, or may be physically inspected, at the offices of Tyco International Ltd., Freier Platz 10, CH-8200 Schaffhausen, Switzerland.

20112012 Proxy Statement            9

Table of Contents

PROPOSAL NUMBER ONE—APPROVAL OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS

        The Company's Annual Report to Shareholders for the fiscal year ended September 24, 2010,30, 2011, which accompanies this Proxy Statement, includes the parent company financial statements of Tyco International Ltd. (which do not consolidate the results of operations for Tyco's subsidiaries) and the Company's consolidated financial statements for the year ended September 24, 2010,30, 2011, and contains the reports of our statutory auditor and our independent registered public accounting firm, as well as information on the Company's business, organization and strategy. Copies of our 2010 Annual2011Annual Report and this proxy statement are available on the Internet in the Investor Relations section of Tyco's website at www.tyco.com.

        Deloitte AG (Zürich), as the Company's statutory auditor, has issued an unqualified recommendation to the Annual General Meeting that Tyco International Ltd's parent company financial statements be approved. As the Company's statutory auditor, Deloitte AG (Zürich) has expressed its opinion that the financial statements for the period ended September 24, 201030, 2011 comply with Swiss law and the Company's Articles of Association.

        Deloitte AG (Zürich) has also issued a recommendation to the Annual General Meeting that the Company's consolidated financial statements be approved. As the Company's statutory auditor, Deloitte AG (Zürich) has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Tyco International Ltd., the results of operations and the cash flows in accordance with accounting principles generally accepted in the United States of America (US GAAP) and comply with Swiss law.

        Representatives of Deloitte AG (Zürich), will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.

        Under Swiss law, our annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 24, 201030, 2011 must be submitted to shareholders for approval at each annual general meeting. Approval of the annual report and financial statements requires the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

        The Board of Directors unanimously recommends that shareholders vote FOR approval of the Company's annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 24, 2010.30, 2011.

10            2012 Proxy Statement

Table of Contents

PROPOSAL NUMBER TWO—DISCHARGE OF THE BOARD OF DIRECTORS FROM LIABILITY
FOR THE FINANCIAL YEAR ENDED SEPTEMBER 24, 201030, 2011

        The Board proposes that the members of the Board of Directors be discharged from liability for the financial year ended September 24, 2010.30, 2011.

        As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss Code of Obligations, shareholders are requested to discharge the members of the Board of Directors from liability for their activities during the year ended September 24, 2010.30, 2011. This discharge excludes liability claims brought by the Company or shareholders against the members of the Board of Directors for activities carried out during the year ended September 24, 201030, 2011 relating to facts that have not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda item are not bound by the result for a period ending six months after the vote. The discharge of the Board of Directors requires the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

        The Board unanimously recommends that shareholders vote FOR the discharge of the members of the Board of Directors from liability for activities during the year ended September 24, 2010.30, 2011.

10            20112012 Proxy Statement            11

Table of Contents

PROPOSAL NUMBER THREE—ELECTION OF DIRECTORS

        Upon the recommendation of the Nominating and Governance Committee, the Board has nominated for election at the 20112012 Annual General Meeting a slate of twelve nominees, consistingall of eleven individuals whowhom are currently serving on the Board and one new nominee.Board. The nominees who are currently serving on the Board are Ms. Wijnberg, Drs. O'Neill and Stavropoulos and Messrs. Breen, Daniels, Donahue, Duperreault, Gordon, Gupta, Krol, Paliwal and Yost, and the new nominee is Mr. Dinesh Paliwal.Yost. Biographical information regarding each of the nominees is set forth below. The election of Directors will take place at the Annual General Meeting. Election of each Director requires the affirmative vote of aan absolute majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy (so long as the number of candidates does not exceed the number of Board positions available)., whereby blank votes and abstentions are included in establishing the number of votes cast. Shareholders are entitled to one vote per share for each of the Directors to be elected. Tyco is not aware of any reason why any of the nominees will not be able to serve if elected. EachIn accordance with our Articles of Association, the term of office for members of the Board of Directors elected will serve untilcommences upon election and terminates on the 2012first Annual General Meeting.Meeting of Shareholders following election.

        As previously announced, the Board recently approved a plan to separate the Company into three independent, publicly traded companies through a tax-free pro-rata distribution to shareholders of all the equity in the flow control and North American residential security businesses of the Company (the "Separation"). Upon completion of the Separation, Mr. Breen is expected to remain as non-executive chairman of the Board of the Company, a director of the flow control company, and a consultant to the North American residential security company. In addition, current Tyco directors are expected to serve on the boards of each of the three companies.

Current Directors Nominated for Re-Election

        Edward D. Breen—Mr. Breen, age 54,55, has been our Chairman and Chief Executive Officer since July 2002. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive Vice President and President of Motorola's Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola's Broadband Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to December 1997, President of General Instrument's Broadband Networks Group. Mr. Breen was a director of McLeod USA Incorporated from 2001 to 2005.2005 and Comcast Corporation from 2005 to 2011. Mr. Breen currently serves as a director of Comcast Corporation and is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. Mr. Breen's extensive experience and leadership in the communications and technology equipment industries, including the cable and broadband industries, and his service as our Chief Executive Officer since 2002, render him qualified to serve as one of our directors

        Michael E. Daniels—Mr. Daniels, age 56,57, joined our Board in March 2010 and before that served as a consultant to the Board for a period of six months. He is the Senior Vice President of the Global Technology Services group of International Business Machines Corporation, a business and IT services company with operations in more than 160 countries around the world. In his current role at IBM, Mr. Daniels has worldwide responsibility for IBM's Global Services business operations in outsourcing services, integrated technology services, maintenance, and smallGlobal Business Services, the consulting and medium business services, as well as for IBMapplications management arm of Global Financing.Services. Since joining IBM in 1976, Mr. Daniels has held a number of leadership positions in sales, marketing, and services, and was general manager of several sales and services businesses, including IBM's Sales and Distribution operations in the United States, Canada and Latin America, its Global Services team in the Asia Pacific region, Product Support Services, Availability Services, and Systems Solutions. Mr. Daniels is a graduate of the Holy Cross College in Massachusetts with a degree in political science, and is also a trustee of Holy Cross. He is a member of the board of directors of The Japan Society, a nonprofit institution that promotes understanding and cooperation between the U.S. and Japan. Mr. Daniels' qualifications to serve on our board include his extensive global business experience with IBM, his sales, marketing and services expertise and his deep understanding of enterprise technology.

12            2012 Proxy Statement

Table of Contents

        Timothy M. Donahue—Mr. Donahue, age 62,63, joined our Board in March 2008. Prior to his retirement, Mr. Donahue was Executive Chairman of Sprint Nextel Corporation from August 2005 to December 2006. He served as President and Chief Executive Officer of Nextel Communications, Inc from 1999. He began his career with Nextel in January 1996 as President and Chief Operating Officer. Before joining Nextel, Mr. Donahue served as Northeast Regional President for AT&T Wireless Services operations from 1991 to 1996. Prior to that, he served as President for McCaw Cellular's paging division in 1986 and was named McCaw's President for the U.S. central region in 1989. He is

2011 Proxy Statement            11

Table of Contents

also a director of the Eastman Kodak Company, Covidien Ltd. (where he is the lead director) and NVR Inc., and non- executivenon-executive chairman of the private company UCT Coatings, Inc. Mr. Donahue is a graduate of John Carroll University, with a BA degree in English Literature. Mr. Donahue's qualifications to serve on the board include his extensive experience and demonstrated leadership in the wireless communications industry, his experience in service-oriented industries and his experience as an executive and board member of several publicly traded companies.

        Brian Duperreault—Mr. Duperreault, age 63,64, joined our Board in March 2004. Mr. Duperreault has served as President, Chief Executive Officer and director of Marsh & McLennan Companies, Inc. since January 2008. Previously he served as Chairman of ACE Limited, an international provider of a broad range of insurance and reinsurance products, from October 1994 to May 2007. He served as Chief Executive Officer of ACE Limited from October 1994 through May 2004, and as its President from October 1994 through November 1999. Prior to joining ACE, Mr. Duperreault had been employed with American Insurance Group ("AIG") since 1973 and served in various senior executive positions with AIG and its affiliates from 1978 until September 1994, most recently as Executive Vice President, Foreign General Insurance and, concurrently, as Chairman and Chief Executive Officer of American International Underwriters Inc. ("AIU") from April 1994 to September 1994. Mr. Duperreault was President of AIU from 1991 to April 1994, and Chief Executive Officer of AIG affiliates in Japan and Korea from 1989 until 1991. Mr. Duperreault serves as Chairman Emeritus of the Centre on Philanthropy and Chairman of Bermuda Institute of Ocean Sciences. He is also a member of the Board of Directors of the Insurance Information Institute, the International Insurance Society, Centre on Philanthropy and the Insurance Information Institute. He also serves as Chairman of both the Board of Overseers of the School of Risk Management of St. John's University.University and the Bermuda Institute of Ocean Sciences. Previously, Mr. Duperreault also served as a director of the Bank of N.T. Butterfield & Son, Ltd., a provider of international financial services. Mr. Duperreault's qualifications to serve on the board include his extensive experience as an executive and board member of publicly traded companies, his experience in risk management and his global business experience and leadership.

        Bruce S. Gordon—Mr. Gordon, age 64,65, joined our Board in January 2003 and in March 2008 became the lead Director. From August 2005 through April 2007, Mr. Gordon served as President and Chief Executive Officer of the NAACP. Until his retirement in December 2003, Mr. Gordon was the President of Retail Markets at Verizon Communications, Inc., a provider of wireline and wireless communications. Prior to the merger of Bell Atlantic Corporation and GTE, which formed Verizon in July 2000, Mr. Gordon fulfilled a variety of positions at Bell Atlantic Corporation, including Group President, Vice President, Marketing and Sales, and Vice President, Sales. Mr. Gordon graduated from Gettysburg College and received an M.S. from Massachusetts Institute of Technology. Mr. Gordon also serves as a director of CBS Corporation and NorthrupNorthrop Grumman Corporation. He also previously served as a director of Southern Company, an electricity generating company, from 1994 to 2006. Mr. Gordon is the lead Director of our Board and the Chair of the Nominating and Governance Committee. Mr. Gordon's qualifications to serve on the board include his significant leadership experience as the head of a large non-profit, his in-depth experience as an executive in the service-orientedservice- oriented communications industry and his corporate governance experience as a director of several publicly traded companies.

        Rajiv L. Gupta—Mr. Gupta, age 65,66, joined our Board in March 2005. Mr. Gupta served as Chairman and Chief Executive Officer of Rohm and Haas Company, a worldwide producer of specialty materials, from 1999 to 2009. He served as Vice Chairman of Rohm and Haas Company from 1998 to 1999, Director of the Electronic Materials business from 1996 to 1999, and Vice President and Regional Director of the

2012 Proxy Statement            13

Table of Contents

Asia-Pacific Region from 1993 to 1998. Mr. Gupta holds a B.S. degree in mechanical engineering from the Indian Institute of Technology, an M.S. in operations research from Cornell University and an M.B.A. in finance from Drexel University. Mr. Gupta also is a director of Thethe Vanguard Group, and Hewlett-Packard Company, Delphi Automotive, plc and the private companies Delphi Automotive, LLP, Affle, Pte Ltd and Stroz Friedberg LLC. He serves as Chairman of J.T. Baker Holdings,Symphony IRI Group, Inc. a privately held specialty chemical company.market research company, and Avantor Performance Materials, Inc., a privately held maker of performance materials. He is also a trustee of The Conference Board, and a senior advisor of New Mountain Capital LLC. Mr. Gupta is the Chair of the Company's Compensation and Human Resources Committee. Mr. Gupta's qualifications to serve on

12            2011 Proxy Statement

Table of Contents

the board include his broad international leadership experience as an executive at Rohm and Haas, his engineering and science background, and his corporate governance experience as a board member and executive in several publicly traded and private companies.

        John A. Krol—Mr. Krol, age 74,75, joined our Board in August 2002. Mr. Krol served as the Chairman and Chief Executive Officer of E.I. du Pont de Nemours & Company, where he spent his entire career until his retirement in 1998. E.I. du Pont de Nemours is a global research and technology-based company serving worldwide markets, including food and nutrition, health care, agriculture, fashion and apparel, home and construction, electronics and transportation. Mr. Krol also serves as a director of ACE Limited, and the private companies Delphi Automotive, LLP (where he isas chairman of the board), Norvax, Inc.board of Delphi Automotive, plc and the private company Pacolet-Milliken. He also served as a director of MeadWestvaco Corporation, a global packaging solutions company. Mr. Krol graduated from Tufts University where he received a B.S. and M.S. in chemistry. Mr. Krol's qualifications to serve on the board include his extensive leadership and corporate governance experience as an executive and as the former chairman and chief executive of DuPont, his engineering and science background and his well developed business acumen gained over decades of experience as an advisor and as a board member of numerous publicly traded and private companies.

        Brendan R. O'Neill—Dr. O'Neill, age 62,63, joined our Board in March 2003. Dr. O'Neill was Chief Executive Officer and director of Imperial Chemical Industries PLC ("ICI"), a manufacturer of specialty products and paints, until April 2003. Dr. O'Neill joined ICI in 1998 as its Chief Operating Officer and Director, and was promoted to Chief Executive Officer in 1999. Prior to Dr. O'Neill's career at ICI, he held numerous positions at Guinness PLC, including Chief Executive of Guinness Brewing Worldwide Ltd, Managing Director International Region of United Distillers, and Director of Financial Control. Dr. O'Neill also held positions at HSBC Holdings PLC, BICC PLC and the Ford Motor Company. He has an M.A. from the University of Cambridge and a Ph.D. in chemistry from the University of East Anglia, and is a Fellow of the Chartered Institute of Management Accountants (U.K.). Dr. O'Neill is a director of Endurance Specialty Holdings Ltd., Informa plc and Towers Watson Inc.& Co. He chairs the Audit Committee of Informa plc. Dr. O'Neill was also a director of Rank Group, a hospitality and leisure business from 2005 to 2007 and Aegis Group Plc, a global market research company, from 2005 to 2009. Dr. O'Neill is the Chair of the Audit Committee. Dr. O'Neill is qualified to serve on the board because of his extensive experience in executive positions, his service as a director for a broad spectrum of international companies and his financial acumen and understanding of accounting principles.

        William S. Stavropoulos—Dr. Stavropoulos, age 71, joined our Board in March 2007. Dr. Stavropoulos was the Chairman, President and Chief Executive Officer of Dow Chemical Company, where his career spanned 39 years until his retirement in 2006. While at Dow, Dr. Stavropoulos served in a variety of positions in research, marketing and general management. Dr. Stavropoulos graduated from Fordham University with a B.S. in pharmaceutical chemistry and from the University of Washington with a Ph.D. in medicinal chemistry. Dr. Stavropoulos serves as a director of Chemical Financial Corporation and Teradata Corporation, and is non-executive chairman of Univar, Inc., a private company. He is a trustee to the Fidelity Group of Funds and the Rollin M. Gerstacker Foundation, on the advisory boards of Maersk Corporation and Metalmark Capital LLC and is a special advisor to Clayton, Dubilier & Rice, LLC. Dr. Stavropoulos is also President and Founder of the Michigan Baseball Foundation. Dr. Stavropoulos' qualifications to serve on the board include his extensive experience as an executive at Dow, his corporate governance experience gained from his role as chairman and chief executive officer of Dow and as a director and advisor to other publicly traded companies as well as his experience in the industrial sector.

Sandra S. Wijnberg—Ms. Wijnberg, age 54, joined our Board in March 2003. In March 2007, Ms. Wijnberg was named Chief Administrative Officer of Aquiline Holdings LLC. From January 2000 to April 2006, Ms. Wijnberg was the Senior Vice President and Chief Financial Officer at Marsh & McLennan Companies, Inc., a professional services firm with insurance and reinsurance brokerage,

2011 Proxy Statement            13

Table of Contents

consulting and investment management businesses. Before joining Marsh & McLennan Companies, Inc. Ms. Wijnberg served as a Senior Vice President and Treasurer of Yum! Brands (previously Tricon Global Restaurants, Inc.) and held various positions at PepsiCo, Inc., Morgan Stanley Group, Inc. and American Express Company. Ms. Wijnberg is a graduate of the University of California, Los Angeles and received an M.B.A. from the University of Southern California. Ms. Wijnberg also served on the board of Tyco Electronics Ltd., a manufacturer of electronic parts and equipment, from 2007 to 2009. Ms. Wijnberg is a director of Futurity First Financial Corporation, a private company in the insurance business. Ms Wijnberg's qualifications to serve on the board include her significant experience as an executive in leadership positions in financial services companies and her financial acumen gained as the chief financial officer of a publicly traded company.

R. David Yost—Mr. Yost, age 63, joined our Board in March 2009. Mr. Yost has served as Director and Chief Executive Officer of AmerisourceBergen, a comprehensive pharmaceutical services provider, from August 2001 to the present. He was President of AmerisourceBergen from August 2001 to October 2002, Chairman and Chief Executive Officer of AmeriSource Health Corporation from December 2000 to August 2001, and President and Chief Executive Officer of AmeriSource from May 1997 to December 2000. Mr. Yost also held a variety of other positions with AmeriSource Health Corporation and its predecessors from 1974 to 1997. Mr. Yost is a graduate of the U.S. Air Force Academy and holds an M.B.A. from the University of California, Los Angeles. Mr. Yost's qualifications to serve on the board include his extensive leadership and corporate governance experience gained as the chief executive and director of a large publicly traded company in the pharmaceutical industry.

New Director Nominated for Election

Dinesh Paliwal—age 52, has served53, serves as Chairman of the Board, Chief Executive Officer and President of Harman International, a company that designs, manufactures and markets a wide range of audio and information solutions for the automotive, consumer and professional market, since July 1, 2008. He was Vice Chairman, Chief Executive Officer and President from July 2007 through June 2008.market. Prior to joining Harman in 2008, Mr. Paliwal served as a member of the Group Executive Committee of ABB Ltd. a provider of industrial automation, power transmission systems and services, from January 2001 until June 2007. Mr. Paliwal also served as President of Global Markets and Technology of ABB Ltd. from January 2006 until June 2007, as Chairman and Chief Executive Officer of ABB North America from January 2004 until June 2007, and as President and Chief Executive Officer of ABB Automation Technologies Division from October 2002 to December 2005. Prior to his experience at ABB, Mr. Paliwal held various roles in sales, project management and systems engineering at predecessor companies AccuRay and Combustion Engineering. Mr. Paliwal earned a Masters degree in Engineering with highest distinction from the Indian Institute of Technology (IIT Roorkee), a Masters degree in Applied Science and Engineering and a Masters degree in Business Administration, both from Miami University (Ohio). Mr. Paliwal also serves as a member of the Trilateral Commission established to foster closer cooperation among the US, Europe and

14            2012 Proxy Statement

Table of Contents

Japan, and as a member of the Board of Directors of the International Institute for the Study of Cross-Border M&A, an international joint venture to promote the high-level study and analysis of cross-border mergers, acquisitions and strategic investments, and the Business Roundtable. Mr. Paliwal served on the board for Embarq Corporation prior tountil its merger with CenturyTel. He has served previously as Chairman of ABB India Ltd., a publicly listed company in India and as Chairman of the US National Foreign Trade Council in Washington, DC. He has served as a Director for Keppel FELS, an offshore drilling, shipbuilding and energy company in Singapore, the US China Business Council, the US India Business Council, and the International Swimming Hall of Fame. He also served for three years as Economic Advisor to the Governor of Guangdong Province, China. Mr. Paliwal's qualifications to serve on the board include his extensive leadership and governance experience as a public company chief executive officer, his engineering and scientificfinancial background, and his extensive global experience, especially in emerging markets important to the Company.

William S. Stavropoulos—Dr. Stavropoulos, age 72, joined our Board in March 2007. Dr. Stavropoulos was the Chairman, President and Chief Executive Officer of Dow Chemical Company, where his career spanned 39 years until his retirement in 2006. While at Dow, Dr. Stavropoulos served in a variety of positions in research, marketing and general management. Dr. Stavropoulos graduated from Fordham University with a B.S. in pharmaceutical chemistry and from the University of Washington with a Ph.D. in medicinal chemistry. Dr. Stavropoulos serves as a director of Chemical Financial Corporation, Teradata Corporation and Maersk, Inc., and is non-executive chairman of Univar, Inc., a private company. He is a trustee to the Fidelity Group of Funds and the Rollin M. Gerstacker Foundation, on the advisory boards of Maersk Corporation and Metalmark Capital LLC and is an advisory partner of Clayton, Dubilier & Rice, LLC. Dr. Stavropoulos is also President and Founder of the Michigan Baseball Foundation. Dr. Stavropoulos' qualifications to serve on the board include his extensive experience as an executive at Dow, his corporate governance experience gained from his role as chairman and chief executive officer of Dow and as a director and advisor to other publicly traded companies as well as his experience in the industrial sector.

Sandra S. Wijnberg—Ms. Wijnberg, age 55, joined our Board in March 2003. In March 2007, Ms. Wijnberg was named Chief Administrative Officer of Aquiline Holdings LLC, a registered investment advisor. From January 2000 to April 2006, Ms. Wijnberg was the Senior Vice President and Chief Financial Officer at Marsh & McLennan Companies, Inc., a professional services firm with insurance and reinsurance brokerage, consulting and investment management businesses. Before joining Marsh & McLennan Companies, Inc. Ms. Wijnberg served as a Senior Vice President and Treasurer of Yum! Brands (previously Tricon Global Restaurants, Inc.) and held various positions at PepsiCo, Inc., Morgan Stanley Group, Inc. and American Express Company. Ms. Wijnberg is a graduate of the University of California, Los Angeles and received an M.B.A. from the University of Southern California. Ms. Wijnberg also served on the board of Tyco Electronics Ltd., a manufacturer of electronic parts and equipment, from 2007 to 2009. Ms. Wijnberg is a director of Futurity First Financial Corporation, a private company in the insurance business. Ms Wijnberg's qualifications to serve on the board include her significant experience as an executive in leadership positions in financial services companies and her financial acumen gained as the chief financial officer of a publicly traded company.

R. David Yost—Mr. Yost, age 64, joined our Board in March 2009. Mr. Yost served as Director and Chief Executive Officer of AmerisourceBergen, a comprehensive pharmaceutical services provider, from August 2001 to June 30, 2011 when he retired. He was President of AmerisourceBergen from August 2001 to October 2002, Chairman and Chief Executive Officer of AmeriSource Health Corporation from December 2000 to August 2001, and President and Chief Executive Officer of AmeriSource from May 1997 to December 2000. Mr. Yost also held a variety of other positions with AmeriSource Health Corporation and its predecessors from 1974 to 1997. Mr. Yost is a graduate of the U.S. Air Force Academy and holds an M.B.A. from the University of California, Los Angeles. Mr. Yost's qualifications to serve on the board include his extensive leadership and corporate governance experience gained as the chief executive and director of a large publicly traded company in the pharmaceutical industry.

        The Board unanimously recommends that shareholders vote FOR the election of all of the nominees for Director to serve until the next Annual General Meeting.

14            20112012 Proxy Statement            15

Table of Contents

PROPOSAL NUMBER FOUR—ELECTION OF AUDITORS

Proposal 4.a—Appointment of Statutory Auditors

        Our shareholders must elect a firm as statutory auditor. The statutory auditor's main task is to audit our consolidated financial statements and parent company financial statements that are required under Swiss law. The Board has recommended that Deloitte AG (Zürich), General Guisan-Quai 38, 8002 Zürich, Switzerland, be elected as our statutory auditor for our consolidated financial statements and the parent company financial statements of Tyco International Ltd.

        Representatives of Deloitte AG (Zürich) will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.

        For independent auditor fee information and information on our pre-approval policy of audit and non-audit services, see Proposal 4.b below. Please also see the Audit Committee Report included in this Proxy Statement for additional information about our statutory auditors. The appointment of the statutory auditors requires the affirmative vote of an absolute majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby blank votes and abstentions are included in establishing the number of votes cast.

        The Audit Committee and the Board recommendsunanimously recommend a vote FOR the election of Deloitte AG (Zürich) as the Company's statutory auditor until our next annual ordinary general meeting.

Proposal 4.b—Appointment of Independent Registered Public Accounting Firm

        The Audit Committee of the Board of Directors recommends that shareholders ratify the appointment of Deloitte & Touche LLP (United States), Two World Financial Center, New York, NY 10281-1414, an affiliate of Deloitte AG (Zürich), as Tyco's independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 30, 2011.

        The Audit Committee is responsible for the annual retention of our independent registered public accounting firm, subject to the affirmative vote of a majority of the votes cast by shareholdersshareholder approval at the Annual General Meeting. The Audit Committee is directly responsible for the appointment, compensation, oversight and evaluation of performance of the work of the external auditors. The Audit Committee has recommended the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 30, 2011.28, 2012.

        Representatives of Deloitte & Touche LLP are expected to be at the Annual General Meeting and they will be available to respond to appropriate questions.

Audit and Non-Audit Fees

        Aggregate fees for professional services rendered to Tyco by Deloitte AG (Zürich) and Deloitte & Touche LLP (collectively "Deloitte") as of and for the fiscal years ended September 24, 201030, 2011 and September 25, 200924, 2010 are set forth below. The aggregate fees included in the Audit category are fees billed for fiscal year 20092010 and billed (or reasonably expected to be billed) for fiscal year 20102011 for the audit of Tyco's annual financial statements and review of interim financial statements and statutory and

16            2012 Proxy Statement

Table of Contents

regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal years for such services.

        Audit Fees for the fiscal years ended September 24, 201030, 2011 and September 25, 200924, 2010 were for professional services rendered for the integrated audits of our consolidated financial statements and

2011 Proxy Statement            15

Table of Contents

internal controls over financial reporting, quarterly reviews of the condensed consolidated financial statements included in Tyco's Quarterly Reports on Form 10-Q, statutory audits, consents, comfort letters, international filings and other assistance required to complete the year-end audit of the consolidated financial statements.

        Audit-Related Fees as of the fiscal year ended September 30, 2011 were primarily related to services rendered in connection with the Company's sale of a majority interest in its Electrical and Metal Products business, its acquisition of Signature Security, and for compliance with regulatory requirements. Fees for the fiscal year ended September 24, 2010 were primarily related to services forrendered in connection with the Company's planned spin-off of the Company'sits Electrical and Metal Products business and theits acquisition of Brink's Home Security Holdings, Inc. (or Broadview(Broadview Security). Fees for the fiscal year ended September 25, 2009 were primarily related to services for the divestiture of the Company's Infrastructure Services business, and also included services performed related to the Company's change in domicile, XBRL implementation and other required filings.

        Tax Fees as of the fiscal years ended September 24, 201030, 2011 and September 25, 200924, 2010 were for tax compliance services.

        None of the services described above was approved by the Audit Committee under the de minimus 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 Committee, monitoring the services and fees pre-approved by the 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 Committee to pre-approve the engagement of the independent auditors for a specific service when the entire Committee is unable to do so. The ChairAll such pre-approvals must report all such pre-approvalsbe reported to the Audit Committee at the next Committee meeting.

2012 Proxy Statement            17

Table of Contents

        Please see the Audit Committee Report included in this proxy statement for additional information about Deloitte & Touche LLP. The appointment of the independent registered public accounting firm requires the affirmative vote of an absolute majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby blank votes and abstentions are included in establishing the number of votes cast.

        The Audit Committee and the Board unanimously recommend that shareholders vote FOR the ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.

Proposal 4.c—Appointment of Special Auditors

        Under Swiss law, special reports by an auditor are required in connection with certain corporate transactions, including certain types of increases or decreases in share capital. Because of the auditor independence requirements under U.S. Federal securities laws, we do not believe Deloitte AG (Zürich) can act as our special auditing firm with respect to certain types of corporate transactions.

        Our Board of Directors has recommended that the election of PricewaterhouseCoopers AG (Zürich) Birchstrasse 160, CH-8050 Zürich, Switzerland as special auditing firm until our next annual general meeting be submitted for consideration at the 20112012 Annual General Meeting. The appointment of the special auditors requires the affirmative vote of an absolute majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby blank votes and abstentions are included in establishing the number of votes cast.

        The Audit Committee and the Board recommendsunanimously recommend that shareholders vote FOR the appointment of PricewaterhouseCoopers AG (Zürich) as the Company's special auditing firm until our next annual general meeting.

16            201118            2012 Proxy Statement

Table of Contents

PROPOSAL NUMBER FIVE—ALLOCATION OF FISCAL YEAR 20102011 RESULTS AND
APPROVAL OF ORDINARY DIVIDEND

Proposal 5(a)—Allocation of Fiscal Year 20102011 Results

        The Board of Directors proposes that the Company's loss in its statutory accountsnet income as shown below be carried forwardused to fiscal year 2011. Althoughreduce the Company hadCompany's allocated deficit in its statutory accounts. The Company's net income of $1.1 billion on a U.S. GAAP consolidated basis, on a standalone Swiss GAAP basis, which is the basis for fiscal 2011 increases total shareholders' equity in the Company's Swiss statutory accounts. The corresponding allocation to accumulated deficit does not have an impact on net equity. The Company's net income in its standalone statutory accounts for fiscal 2011 is derived primarily from intercompany transactions in fiscal 2011, and is separate from the Company's net income reported in its consolidated financial statements it had a loss of CHF 1.4 billion.presented in accordance with U.S. generally accepted accounting principles. The following table shows the appropriation of lossnet income in Swiss francs and U.S. dollars (converted from Swiss francs as of September 24, 2010)30, 2011) as proposed by the Board:

        The Board of Directors proposes that the Company's lossnet income of CHF 1,405.5 million7,159,800,990 be carried forwardused to reduce the accumulated deficit in accordance with the table above. Under Swiss law, the allocation of the Company's balance sheet results is customarily submitted to shareholders for resolution at each annual general meeting.

        The allocation of fiscal 2011 results requires the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

The Board unanimously recommends that shareholders vote FOR carryingusing the fiscal 2010 loss forward.Company's net income to reduce the accumulated deficit.

Proposal 5(b)—ApprovalConsolidation of an Ordinary Cash DividendReserves

        The Board of Directors proposes to consolidate the Company's reserves in its statutory accounts, which consist of the general reserve, the reserve for treasury shares and the contributed surplus under a new account entitled "reserve from capital contributions." Pursuant to recently enacted regulations, Swiss tax authorities require that all shareholder contributions must be booked into a reserve specifically entitled "reserve from capital contributions" in order to preserve the Company's ability to return such contributions to shareholders free of Swiss withholding tax.

        The Board of Directors therefore proposes to consolidate the general reserve, the reserve for treasury shares and the contributed surplus under a new account entitled "reserve from capital contributions" ("Gesetzliche Reserve aus Kapitaleinlagen") thereby confirming that the contributed surplus shall in principle remain available for distribution to shareholders.

2012 Proxy Statement            19

Table of Contents

        The following table shows the allocation of such reserves in Swiss francs and U.S. dollars (converted from Swiss francs as of September 30, 2011) as proposed by the Board based on the fiscal 2011 balance sheet:

        The general reserve, reserve for treasury shares and contributed surplus accounts have historically been presented separately in the statutory balance sheet. In the proposed "reserve from capital contributions," the subaccounts "general reserve" and "reserve for treasury shares" are considered "legal reserves" for Swiss legal purposes, and need to be covered by net assets before the Company is legally permitted to pay dividends. The "contributed surplus" subaccount shall be considered a legal reserve for tax purposes only, and, by approving the proposed presentation, shareholders confirm that this subaccount remains available for distributions to shareholders.

        The consolidation of the general reserve, the reserve for treasury shares and the contributed surplus account under a new "reserve from capital contributions" requires the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

The Board unanimously recommends that the shareholders vote FOR consolidating the general reserve, the reserve for treasury shares and the contributed surplus under a new "reserve from capital contributions" ("Gesetzliche Reserve aus Kapitaleinlagen") thereby confirming that the contributed surplus shall in principle remain available for distribution to shareholders.

Proposal 5(c)—Approval of an Ordinary Cash Dividend

        As a result of the proposed spin-offs of the Company's flow control and North American residential security businesses, which are expected to be completed by October 2012, the Board of Directors is proposing that shareholders approve dividends through the fourth fiscal quarter of 2012 (ending on September 28, 2012), and conditionally approve dividends through the second fiscal quarter of 2013. The Board of Directors proposes that shareholders (i) approve an ordinary cash dividend in the aggregate amount of $1.00$0.50 per share be made out of the Company's "contributed surplus" equity positioncapital contribution reserve on the Company's statutory balance sheet in its statutory accounts. Payment of the dividend will be made in fourtwo equal quarterly installments of $0.25 on May 23, 2012 and August 22, 2012, and (ii) conditionally approve an ordinary cash dividend in May 2011, August 2011,the aggregate amount of $0.50 per share out of the same reserve in two equal quarterly installments of $0.25 on November 201115, 2012 and February 2012 at20, 2013. The conditional dividends will only be paid if the record date for the spin-off of both the flow control and North American residential security businesses does not precede the record date for such timescash dividend. Although the aggregate dividend initially paid by the three entities resulting from the proposed spin-offs is expected to be approximately equal to the dividend currently being paid by Tyco, the dividend policy of each entity will be subject to the independent review of its board of directors and with such record dates as shallwill, for entities organized in Switzerland, be determined by our Board of Directors.subject to shareholder approval.

        Dividend payments shall be made with respect to the outstanding share capital of the Company on the record date for the applicable dividend payment, which amount excludes any shares held by the Company or any of its subsidiaries. The deduction to Tyco's contributed surplus in its statutory accounts,capital contribution reserve, which is required to be made in Swiss francs, shall be determined based on the aggregate amount of the dividend and shall be calculated based on the USD / CHF exchange rate in effect on the date of the

20            2012 Proxy Statement

Table of Contents

Annual General Meeting. The U.S. dollar amount of the dividend shall be capped at an amount such that the aggregate reduction to the Company's contributed surpluscapital contribution reserve shall not exceed CHF 925885 million (or approximately $2.00 per share based on the USD / CHF exchange rate of approximately CHF 0.970.96 per $1.00 in effect on January 10, 2011)9, 2012). To the extent that a dividend payment would exceed the cap, the U.S. dollar per share amount of the current or future dividends shall be reduced on a pro rata basis so that the aggregate amount of all dividends paid does not exceed the cap. In addition, the aggregate reduction in contributed surplusto the capital contribution reserve shall be increased for any shares issued, and decreased for any shares acquired, after the Annual General Meeting and before the record date for the applicable dividend installment payment. The Board's proposal is accompanied by a report by the auditor, Deloitte AG (Zürich), as state supervised auditing enterprise, who will be present at the meeting. The auditor's report states that the proposed dividend complies with Swiss law.

        The approval of the payments of ordinary cash dividends require the affirmative vote of a relative majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

The Board unanimously recommends that shareholders vote FOR the approval of the payment of an ordinary cash dividend in the aggregate amount of up to $1.00 per share to be made out of the Company's contributed surplus in four equal quarterly installments of $0.25 in May 2011, August 2011, November 2011 and February 2012, at such times and with such record dates as shall be determined by the Board of Directors.share.

20112012 Proxy Statement            1721

Table of Contents

PROPOSAL NUMBER SIX—RENEWAL OF AUTHORIZED SHARE CAPITAL

        The Company is seeking shareholder approval to amend Article 4 paragraph 1 of its Articles of Association to extend the timeline for the authorized share capital by two years. Pursuant to Swiss law, an authorization by shareholders to allow the Board to issue additional shares expires after two years and is limited to a maximum of 50% of the issued share capital. Shareholders first authorized the Board to issue additional share capital at the Company's annual general meeting in March 2009. A renewal of the two year authorization requires a shareholder vote and a corresponding amendment to the Articles of Association. In order to provide the Board with the flexibility permitted by Swiss law, the Board proposes to renew its authorization to issue additional share capital to March 9, 2013 and to amend the Articles of Association as follows:

The Board unanimously recommends that shareholders vote FOR the approval to renew the authorized share capital through March 9, 2013 and to amend the Articles of Association accordingly.

18            2011 Proxy Statement

Table of Contents

PROPOSAL NUMBER SEVEN—CANCELLATION OF REPURCHASED TREASURY SHARES

        In September 2007, July 2008 and September 2010, the Board authorized an aggregate of $3 billion of share repurchases, of which $500.4 million remains unutilized as of January 3, 2011. Since September 2007, within the scope of this authorization, the Company has repurchased 63.9 million shares on the open market and through alternative trading lines. The Board now proposes to cancel 28,088,101 of these shares and to reduce the share capital accordingly. The balance of the shares that have been repurchased since our redomiciliation in Switzerland, and which are not proposed to be canceled, are expected to be used in connection with stock incentive plans or in other qualifying transactions within six years of repurchase. If so used, the Company is exempt from the requirement to pay Swiss withholding taxes at the time of repurchase.

        The Board's proposal is conditioned on the receipt of a report provided by the auditor, Pricewaterhouse Coopers AG, as state supervised auditing enterprise in accordance with Article 732 paragraph 2 of the Swiss Code of Obligations, who will be present at the meeting. The auditor's report is expected to state that claims by creditors are fully covered notwithstanding the reduction of share capital pursuant to this proposal.

        The reduction of share capital will only be accomplished after publication of the notice to creditors in accordance with Article 733 of the Swiss Code of Obligations. Such notice to creditors will be published after the Annual General Meeting in the Swiss Commercial Gazette. Creditors may file claims and demand payment or security within two months of the date of the third and last publication. The share capital may only be reduced once the two-month period for filing claims has expired and all claims filed have been satisfied or secured. In addition, the reduction can only be registered in the Commercial Register once it has been determined in a notarized document stating that all above requirements have been fulfilled.

        Accordingly the Board of Director proposes:

(1)

The cancellation of 28,088,101 shares, all of which have been repurchased under authority of the Board since the Company redomiciled in Switzerland in March 2009, and the corresponding reduction of the share capital of the Company from CHF 3'446'822'711.70 by CHF 188,190,276.70 to CHF 3,258,632,435.00;



(2)

To declare, as a result of the audit report prepared in accordance with article 732 paragraph 2 of the Swiss Code of Obligations, that the claims by the creditors are fully covered notwithstanding the above reduction of the share capital;

2011 Proxy Statement            19

Table of Contents

(3)

To amend Article 3 paragraph 1 of the Articles of Association of the Company on completion of the capital reduction as follows:

The Board unanimously recommends that shareholders vote FOR the cancellation of 28,088,101 repurchased treasury shares held by the Company and to amend the Articles of Association accordingly.

20            2011 Proxy Statement

Table of Contents

PROPOSAL NUMBER EIGHT—ADVISORY (CONSULTATIVE) VOTE ON
EXECUTIVE COMPENSATION AND THE FREQUENCY OF SUCH VOTE

Proposal 8(a)—6—Non-Binding Advisory (Consultative) Vote on Executive Compensation

        The Board recognizes that providing stockholders with an advisory vote on executive compensation maycan produce useful information on investor sentiment with regard to the Company's executive compensation programs. As a result, our Board is providingthis proposal provides shareholders with the opportunity to cast an advisory (consultative) vote on the compensation of our named executive officers, as described in the section of this Proxy Statement entitled "Executive Compensation Report.Report," This proposal, commonly known as a "say on pay" proposal, gives shareholders the opportunity toand endorse or not endorse our fiscal 20102011 executive compensation philosophy, programs and policies and the compensation paid to the named executive officers. The proposal also is in accordance with recently enacted legislation in the U.S. Congress (the Dodd-Frank Wall Street Reform and Consumer Protection Act—the "Dodd-Frank Act"), which requires that companies such as Tyco include an advisory (consultative) vote on executive compensation at certain shareholder meetings held on or after January 21, 2011. In addition, legislative proposals have been introduced in Switzerland that, if passed, would also require an advisory, or "consultative," vote on executive compensation.

        As discussed in the Executive Compensation Report section of this Proxy Statement, our compensation principles and underlying programs are designed to attract, motivate and retain key executives who are crucial to our long-term success. The compensation paid to our named executive officers reflects our commitment to pay for performance. The majorityFor our CEO, well over 85% of our named executive officers' compensation is madetargeted direct pay continues to be in the form of at-risk performance-based compensation—consisting of long-term equity awards that incentivize management to achieve results toand the mutual benefit of shareholders and management. Moreover, a significant portion of our named executive officers' cash compensation is paid in the form of annual performance bonuses, which are paid only if thebonus. Moreover, as a result of this structure, our CEO's compensation has been correlated to Company achieves pre-defined performance measures.in fiscal 2011 and over longer periods. In addition, the Company recognizeswe recognize that a strong governance framework is essential to an effective executive compensation program. The framework and executive compensation philosophy, which are described in more detail in the Executive Compensation Report, are established by an independent Compensation Committee that is advised by an independent consultant. The following items reflect our commitment to pay for performance and to maintain a strong executive compensation governance framework:

•

Variable compensation is heavily weighted on long-term incentives to align compensation with sustained shareholder returns. In fiscal 2010, one hundred percent of long-term incentive awards for named executive officers were performance-based equity (stock options and performance share units).



•

Incentive plans that are based upon targets that are approved by the Compensation Committee at the beginning of the applicable performance period, and which have minimum thresholds and maximum payment caps.



•

The peer group of companies used to benchmark executive compensation levels is carefully selected and reviewed by the Compensation Committee.



•

An annual risk assessment conducted by the Compensation Committee to evaluate whether incentive programs drive behaviors that are demonstrably within the risk management parameters it deems prudent.



•

"Double-triggers" for named executive officers (other than the Chief Executive Officer) for severance benefits and equity acceleration in the event of a change-of-control transaction.



•

No excise tax gross-ups for named executive officers other than the Chief Executive Officer.

2011 Proxy Statement            21

Table of Contents

•

No tax gross-ups for supplemental insurance and disability benefits effective January 1, 2010. Effective December 2010, supplemental life, disability and long-term care benefits have been discontinued for new executives.



•

No pension plans for named executive officers other than the Chief Executive Officer.



•

A robust share ownership and retention policy.



•

An expansive pay recoupment policy to claw back compensation earned as a result of fraudulent or illegal conduct.



•

An insider trading policy that prohibits speculative and hedging transactions in the Company's securities.

        Pursuant to the requirements of the Dodd-Frank Act, the Board proposes that the shareholders approve an advisory (consultative) non-binding vote on the Executive Officer Compensation Report. The Executive Officer Compensation Report appears at pages 43 to 75 of this Proxy Statement.

        The advisory (consultative) vote on the Executive Officer Compensation Report is non-binding, meaning that our Board will not be obligated to take any compensation actions, or to adjust our executive compensation programs or policies, as a result of the vote. Notwithstanding the advisory nature of the vote, the resolution will be considered passed with the affirmative vote of a relative majority of the votes present (in person orcast by proxy)the holders of common shares represented at the Annual General Meeting.Meeting in person or by proxy, whereby abstentions, broker non-votes, blank and invalid votes are disregarded in establishing the number of votes cast.

        Although the vote is non-binding, our Board and the Compensation Committee will review the voting results. To the extent there is a significant negative vote, we would communicate directly with shareholders to better understand the concerns that influenced the vote. The Board and the Compensation Committee would consider constructive feedback obtained through this process in making future decisions about executive compensation programs.

The Board unanimously recommends that shareholders support this proposal and vote FOR the following resolution:

"RESOLVED, that shareholders approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Executive Compensation Report of this proposal.Proxy Statement."

22            2012 Proxy Statement

Table of Contents

PROPOSAL NUMBER SEVEN—AMENDMENTS TO OUR ARTICLES OF ASSOCIATION

Proposal 8(b)—Non-Binding Advisory (Consultative) Vote        Our Articles of Association must be amended to reflect (i) new Swiss legal regulations regarding the custody and transfer of shares by book-entry and (ii) the change in our registered seat in Switzerland from Schaffhausen to the neighboring city of Neuhausen am Rheinfall.

        The new Swiss Federal Act on Intermediated Securities came into force on January 1, 2010, establishing a modern regulation for the Frequencycustody and transfer of shares by book-entry. It reflects the current practice whereby securities are generally transferred electronically through a central clearing entity. The proposed amendments to our Articles of Association ensure full compliance with this new Act. In practice, the transferability of the Vote on Executive Compensation.

        The Dodd-Frank Act also requires us to include, at least once every six years, an advisory vote regarding how oftenshares is not affected. Share certificates will not be issued by Tyco; however, shareholders wish to cast the advisory (consultative) vote on executive compensation. In castingwill be provided with a written confirmation of their advisory (consultative) vote, shareholders may choose among four options: (1) an annual vote, (2)holdings upon their request. As a vote every two years (biennial), (3) a vote every three years (triennial) or (4) to abstain from voting.

        The Board believes that a triennial vote is most appropriate for the Company because such a vote would provide shareholders with the appropriate timeframe to evaluate the Company's overall compensation philosophy, design and implementation. A three-year period is more closely aligned with the longer-term view that the Compensation Committee takes with respect to the more significant components our named executive officers' compensation, and would allow shareholders the opportunity to evaluate the effectiveness of these programs over the time frames that they are intended to generate performance. Additionally, a longer period between votes would provide the opportunity for shareholders and advisory services to engage in more thoughtful analysis and would facilitate more meaningful dialogue between shareholders andresult, the Board regardingof Directors proposes to amend Article 7 of the Company's executive compensation practices.Articles of Association as follows:

2012 Proxy Statement            23