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Tyco Fire & Security - breen AGM 0304 english
Message From Ed Breen, Chairman and CEO
Annual General Meeting

Dear Colleague:

Last week I met with our shareholders at the Tyco 2004 Annual General Meeting,
held at our US Surgical facility in North Haven, Connecticut. The response from
the meeting was extremely positive, as our shareholders voted in agreement with
the company's recommendations on all of the meeting proposals, including:
· A vote of 93% against the proposal to move Tyco's
incorporation from Bermuda to the United States.
· Approval for each of the 11 nominees for election as
directors. With this vote, I'd like to welcome the
newest member of our Board, Brian Duperreault,
current chairman and chief executive officer of ACE
· Approval for the appointment of Deloitte & Touche as
the company's independent auditors.

· Approval of a new stock and incentive plan to use equity-based awards to
motivate and retain key employees and help align their interests with our
These votes reflect the confidence of our shareholders in our company, and in
our ability to continue moving Tyco towards becoming a world-class operating

While we are still in the early stages of that effort, we are clearly making
progress. One positive sign is our improved financial performance over the last
year, and particularly in the first quarter of 2004.

Our progress can also be measured by the nature of the dialogue that we are
now having with our shareholders and analysts. Our investors are focused not on
our past but on our terrific businesses, products, brands and employees. They
recognize the opportunities we have for improving and growing our business.

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