Tyco Reports On Results Of Annual Meeting

Chairman and CEO Ed Breen said, "I am extremely pleased with the quality of Tyco's newly constituted Board. This Board is composed of world-class business leaders who are strategic thinkers and people of integrity. They represent the brighter future that lies ahead for Tyco -- a future built on integrity, credibility and a commitment to delivering shareholder value."

Mr. Breen continued, "Among the priority issues that will be reviewed by the Board over the next year is the question of whether Tyco should be reincorporated in the U.S. I am gratified that the majority of Tyco shareholders voted with management's recommendations that the new Board be given the time and responsibility to study this question seriously. The Board is committed to looking closely at Tyco's

jurisdiction of incorporation, and we will make a decision based on what is best for overall shareholder value."

Mr. Breen added: "We understand the concerns behind the vote in support of the shareholder proposal to limit severance agreements, and we agree with the spirit of the proposal. In the year ahead, the new Board will carefully consider implementing a new severance policy as part of its review of Tyco's governance program."

Board of Directors

Tyco's ten-member Board includes Mr. Breen, five existing directors who were named to the Board since Mr. Breen's appointment last July, and four new members who previously had not served on the Board.

The four new members are:

· Dennis C. Blair, Retired Commander-in-Chief of the U.S. Pacific Command;

· H. Carl McCall, Former Comptroller of the State of New York;

· Brendan R. O'Neill, Chief Executive of Imperial Chemical Industries PLC;

· Sandra S. Wijnberg, Senior Vice President and Chief Financial Officer at Marsh & McLennan Companies, Inc.

In addition to Mr. Breen, the other Board members are:

· John A. Krol, Lead Director of Tyco and Former Chairman and CEO of E. I. DuPont de Nemours and Company;

· George W. Buckley, Chairman and CEO of Brunswick Corporation;

· Bruce S. Gordon, President of Retail Markets at Verizon Communications;

· Mackey J. McDonald, Chairman, President and CEO of VF Corporation;

· Jerome B. York, Chairman, President and CEO of Micro Warehouse, Inc.

Voting Results

Approximately 87% of the company's outstanding common shares were present, either in person or by proxy. The results of the votes cast at today's Annual General Meeting are as follows (all percentages are approximate):

· Proposal Number One: To elect the nominated slate of candidates to the Board of Directors. Each of the directors nominated for election was elected and received more than 94% of the votes cast.

· Proposal Number Two: To appoint PricewaterhouseCoopers LLP as Tyco's independent auditors and authorize the Audit Committee of the Board of Directors to set the auditors' remuneration.

For: 77.0%

Against: 23.0%

· Proposal Number Three: To increase the number of authorized common shares from 2,500,000,000 to 4,000,000,000 and to amend Tyco's bye-laws to reflect such increase.

For: 86.5%

Against: 13.5%

· Proposal Number Four: To institute a policy that would require Tyco to phase out production of PVC-containing and phthalate-containing medical products.

For: 2.9%

Against: 97.1%

· Proposal Number Five: To require certain future severance agreements for executives to be approved by shareholder vote.

For: 57.7%

Against: 42.3%

· Proposal Number Six: To require executive compensation stock options be linked to an industry peer group stock performance index.

For: 11.1%

Against: 88.9%

· Proposal Number Seven: To require a change in Tyco's jurisdiction of incorporation from Bermuda to Delaware.

For: 26.4%

Against: 73.6%

· Proposal Number Eight: To amend the bye-laws to require that an independent director who has not served as chief executive officer of the company shall serve as Chairman of the Board of Directors.

For: 33.1%

Against: 66.9%

· Proposal Number Nine: To adopt a policy that in the future Tyco's independent accountants will only supply audit services and not supply any other services.

For: 10.3%

Against: 89.7%