Edgar Filing: GARMIN LTD

SCHEDULE 14A INFORMATION

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

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

GARMIN LTD.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required
| | Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and O-11.

1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:

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| | Fee paid previously by written preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.

1) Amount Previously Paid:_________________________________________
2) Form Schedule or Registration Statement No.:____________________
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4) Date Filed:_____________________________________________________

[GARMIN LOGO]

GARMIN LTD.

NOTICE AND PROXY STATEMENT

for

The Annual General Meeting of Shareholders

to be held

June 6, 2003

YOUR VOTE IS IMPORTANT!

Please mark, date and sign the enclosed proxy card
and promptly return it in the enclosed envelope.

Mailing of this Notice and Proxy Statement and the accompanying enclosed
Proxy Card commenced on or about May __, 2003.

[GARMIN LOGO]
Garmin Ltd.
P.O. Box 30464 SMB
5th Floor, Harbour Place
103 South Church Street
George Town, Grand Cayman
Cayman Islands

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 6, 2003
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You are hereby notified of and cordially invited to attend the Annual
General Meeting (the 'Annual Meeting') of Shareholders of Garmin Ltd., a Cayman
Islands company ('Garmin' or the 'Company') to be held at the Ritz-Charles
Conference Center, 9000 West 137th Street, Overland Park, Kansas 66221, USA, at
10:00 a.m. Central Time, on Friday, June 6, 2003, to consider and vote upon the
following matters:

1. Election of two directors;

2. Appointment of Ernst & Young LLP as independent auditors for
the 2003 fiscal year at remuneration to be approved by the
Board of Directors;

3. An amendment to the Articles of Association of the
Company to permit the Company to be able to comply with certain
new rules adopted by the United States Securities and Exchange
Commission ('SEC) and with the Sarbanes-Oxley Act of 2002; and

4. Such other matters as may properly be brought before the Annual
Meeting or any adjournment thereof.

Information concerning the matters to be acted upon at the Annual Meeting
is contained in the accompanying Proxy Statement.

In accordance with the Company's Articles of Association, the Company's
audited consolidated financial statements for the fiscal year ending December
28, 2002 will be presented at the Annual Meeting. There is no requirement under
the Company's Articles of Association or Cayman Islands law that such financial
statements be approved by shareholders, and no such approval will be sought at
the Annual Meeting.

Shareholders of record at the close of business on April 18, 2003 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. A shareholder entitled to attend and to vote at the Annual Meeting is
entitled to appoint a proxy to attend and, on a poll, vote instead of him or
her.

It is important that your shares be represented at the meeting. Please use
the enclosed Proxy Card to direct the vote of your shares, regardless of whether
you plan to attend the Annual Meeting. Please date the Proxy Card, sign it and
promptly return it in the enclosed envelope, which requires no postage if mailed
in the United States. You may also appoint another person (who need not be a
shareholder) as your proxy to attend and vote at the Annual Meeting.

If you own shares registered in the name of a broker, you should receive a
card from that broker permitting you to direct the broker to vote those shares.
Please promptly complete the card and return it to the broker.

By Order of the Board of Directors

/s/ Andrew R. Etkind

May __, 2003 Andrew R. Etkind
General Counsel and Secretary

Garmin Ltd.
P.O. Box 30464 SMB
5th Floor, Harbour Place
103 South Church Street
George Town, Grand Cayman
Cayman Islands

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PROXY STATEMENT
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TABLE OF CONTENTS

Page

Proxy Statement......................................................... 2

Information Concerning Solicitation and Voting.......................... 2

Stock Ownership of Certain Beneficial Owners and Management............. 5

Proposal 1 - Election of Two Directors.................................. 7

Proposal 2 - Appointment of Ernst & Young LLP as Independent Auditors for
the 2003 Fiscal Year at Remuneration to be Approved by the Board of
Directors............................................................... 8

Proposal 3 - An amendment to the Articles of Association of the Company
to permit the Company to be able to comply with certain new rules adopted
by the United States Securities and Exchange Commission and with the
Sarbanes-Oxley Act of 2002.............................................. 8

The Board of Directors.................................................. 9

Audit Matters........................................................... 12

Executive Compensation Matters.......................................... 13

Shareholder Proposals................................................... 20

Section 16(a) Beneficial Ownership Reporting Compliance................. 21

Householding of Annual Meeting Materials................................ 21

Other Matters........................................................... 21

Appendix A - Proposed Amendment to the Articles of Association of
Garmin Ltd.............................................................. A-1

PROXY STATEMENT

The accompanying proxy is solicited by the Board of Directors ('Board') of
Garmin Ltd., a Cayman Islands company, ('Garmin' or the 'Company' ) for use at
the Annual General Meeting of Shareholders (the 'Annual Meeting') to be held at
10:00 a.m., Central Time, on Friday, June 6, 2003, at the Ritz-Charles
Conference Center, 9000 West 137th Street, Overland Park, Kansas 66221, and at
any adjournment(s) or postponement(s) thereof for the purposes set forth herein
and in the accompanying Notice of Annual Meeting of Shareholders. This Proxy
Statement and the accompanying proxy card are first being mailed to shareholders
on or about May __, 2003.

INFORMATION CONCERNING SOLICITATION AND VOTING

Proposals

At the Annual Meeting, the Garmin Board intends to present (a) the election
of two directors, (b) the appointment of Ernst & Young LLP as independent
auditors for fiscal year 2003 at remuneration to be approved by the Garmin
Board, and (c) an amendment to the Articles of Association of the Company to
permit the Company to be able to comply with certain new rules adopted by the
SEC and with the Sarbanes-Oxley Act of 2002. In accordance with the Company's
Articles of Association, the Company's audited consolidated financial statements
for the fiscal year ending December 28, 2002 will be presented at the Annual
Meeting. There is no requirement under the Company's Articles of Association or
Cayman Islands law that such financial statements be approved by shareholders,
and no such approval will be sought at the Annual Meeting. The Garmin Board
knows of no other matters that will be presented or voted on at the Annual
Meeting. Shareholders do not have any dissenters' rights of appraisal in
connection with either of the proposals.

Record Date and Shares Outstanding

Shareholders of record at the close of business on April 18, 2003 (the
'Record Date') are entitled to notice of, and to vote at, the Annual Meeting. At
the Record Date, the Company had issued and outstanding ________ common shares,
par value $0.01 per share ('Common Shares').

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a fully executed proxy bearing a later date or by
attending the meeting and voting in person.

Solicitation of Proxies

The cost of soliciting proxies will be borne by the Company. In addition to
soliciting shareholders by mail and through its regular employees not
specifically engaged or compensated for that purpose, the Company will request
banks and brokers, and other custodians, nominees and fiduciaries to solicit
their customers who have shares of the Company registered in the names of such
persons and, if requested, will reimburse them for their reasonable,
out-of-pocket costs. The Company may use the services of its officers, directors
and others to solicit proxies, personally or by telephone, facsimile or
electronic mail, without additional compensation.

Voting

Each shareholder is entitled to one vote on the proposals presented in this
Proxy Statement for each share held. There is no cumulative voting in the
election of directors. The required quorum for the transaction of business at
the Annual Meeting is a majority of the Common Shares issued and outstanding on
the Record Date. The affirmative vote of a majority of the Common Shares
represented and voting at the meeting in person or by proxy is required for the
election of directors and the appointment of the independent auditors. The
affirmative vote of 75% of the Common Shares represented and voting at the
meeting in person or by proxy is required for approval of an amendment to the
Articles of Association of the Company (a 'Special Resolution').

Absentions and Broker Non-Votes

Pursuant to Cayman Islands law, (i) shares represented at the meeting whose
votes are withheld on any matter, (ii) shares which are represented by 'broker
non-votes' (i.e., shares held by brokers or nominees which are represented at
the meeting but with respect to which the broker or nominee is not empowered to
vote on a particular proposal) and (iii) shares which abstain from voting on any
matter are not included in the determination of the shares voting on such matter
but are counted for quorum purposes.

How Shareholders Vote

Shareholders holding Common Shares in their own names on the Record Date
('Record Holders'), persons ('Plan Participants') holding Common Shares on the
Record Date through the Garmin International, Inc. 401(k) and Pension Plan (the
'401(k) Plan') and investors ('Broker Customers') holding Common Shares on the
Record Date through a broker or other nominee, may vote such shares as follows:

Common Shares of Record

Record Holders may only vote their shares if they or their proxies are
present at the Annual Meeting. Record Holders may appoint as their proxy the
Proxy Committee, which consists of officers of the Company whose names are
listed on the Proxy Card. The Proxy Committee will vote all Common Shares for
which it is the proxy as specified by the shareholders on the Proxy Cards. A
Record Holder desiring to name as proxy someone other than the Proxy Committee
may do so by crossing out the names of the Proxy Committee members on the Proxy
Card and inserting the full name of such other person. In that case, the Record
Holder must sign the Proxy Card and deliver it to the person named, and the
person named must be present and vote at the Annual Meeting.

If a properly executed and unrevoked Proxy Card does not specify how the
shares represented thereby are to be voted, the Proxy Committee intends to vote
such shares for the election as directors of the persons nominated by the
Company's Board of Directors ('Board Nominees'), for approval of the appointment
of Ernst & Young LLP as independent auditors at remuneration to be approved by
the Board of Directors, for an amendment to the Articles of Association of the
Company, and in accordance with the discretion of the Proxy Committee upon such
other matters as may properly come before the Annual Meeting.

Common Shares Held Under the 401(k) Plan

Plan Participants may on the voting instructions card instruct the trustee
of the 401(k) Plan how to vote the shares allocated to their respective
participant accounts. Common Shares for which inadequate or no voting
instructions are received generally will be voted by the trustee in the same
proportion as those shares for which instructions were actually received from
Plan Participants. The trustee of the 401(k) Plan may vote shares allocated to
the accounts of the participants either in person or through a proxy.

Common Shares Held Through a Broker or Other Nominee

Each broker or nominee must solicit from the Broker Customers directions on
how to vote the Company's shares, and the broker or nominee must then vote such
shares in accordance with such directions. Brokers or nominees are to forward
soliciting materials to the Broker Customers, at the reasonable expense of the
Company if the broker or nominee requests reimbursement. Most broker-dealers are
members of the National Association of Securities Dealers, which generally does
not allow them to vote shares held in street name unless they are permitted to
do so under the rules of a national securities exchange to which they belong.
Under the rules of the New York Stock Exchange ('NYSE'), NYSE member brokers who
do not receive instructions from beneficial owners are entitled to vote on the
proposals presented in this Proxy Statement. If you do not give directions with
respect to your shares held in street name and your broker does not vote them,
those shares will have no effect on the outcome of any matter voted on at the
Annual Meeting.

Revoking Proxy Authorizations or Instructions

Until the polls close (or in the case of Plan Participants, until the
trustee of the 401(k) Plan vote) votes of Record Holders and voting instructions
of Plan Participants may be recast with a later-dated, properly executed and
delivered Proxy Card or, in the case of Plan Participants, a voting instruction
card. Otherwise, shareholders may not revoke a vote, even by attending the
Annual Meeting, unless: (a) in the case of a Record Holder, a written revocation
is delivered to the Corporate Secretary of the Company at any time before the
Chairman of the Annual Meeting closes the polls; (b) in the case of a Plan
Participant, the revocation procedures of the trustee of the 401(k) Plan are
followed; or (c) in the case of a Broker Customer, the revocation procedures of
the broker or nominee are followed.

Attendance and Voting in Person at the Annual Meeting

Attendance at the Annual Meeting is limited to Record Holders or their
properly appointed proxies, beneficial owners of Common Shares having evidence
of such ownership, and guests of the Company. Plan Participants and Broker
Customers, absent special direction to the Company from the respective 401(k)
Plan trustee, broker or nominee, may only vote by instructing the trustee,
broker or nominee and may not cast a ballot at the Annual Meeting. Record
Holders who have not appointed a proxy, or who have revoked the appointment of a
proxy, may vote by casting a ballot at the Annual Meeting.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the Record Date, the Company had outstanding [107,959,367] Common
Shares. The following table sets forth information as of the Record Date
concerning the beneficial ownership of Common Shares by: (i) beneficial owners
of Common Shares who have publicly filed a report acknowledging ownership of
more than 5% of the number of outstanding Common Shares; (ii) the directors and
certain executive officers of the Company; and (iii) all of the Company's
executive officers and directors as a group. Beneficial ownership generally
means either the sole or shared power to vote or dispose of the shares. Except
as otherwise noted, to the Company's knowledge the holders have sole voting and
dispositive power. No officer or director of the Company owns any equity
securities of any subsidiary of the Company.

Common Shares(1) Percent of
Class(2)

Name and Address

Gene M. Betts(3) 2,103(4) *
Director

Gary L. Burrell(5) 17,164,304(6) [15.9]%
Director and Co-Chairman

Donald H. Eller, Ph.D.(7) 15,137,715(8) [14.02]%
Director

Andrew R. Etkind(9) 9,895(10) *
General Counsel and Corporate
Secretary

Min H. Kao, Ph.D.(11) 10,846,998(12) [10.05]%
Director, Co-Chairman and CEO

Gary Kelley(13) 5,043 *
Director of Marketing,
Garmin International, Inc.

Kevin Rauckman(14) 10,829(15) *
Chief Financial Officer
and Treasurer

Thomas A. McDonnell(16) 22,103(17) *
Director

Ruey-Jeng Kao(18) 6,973,381 [6.5]%
Shareholder

All Executive Officers and 43,198,990(19) [40.02]%
Directors as a Group
(8 persons)

* Less than 1% of the outstanding Common Shares
(1) Beneficial ownership is determined in accordance with the rules of the
SEC. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares subject to options
held by that person that are currently exercisable at the Record Date or
within 60 days of such date are deemed outstanding. The holders may dis-
claim beneficial ownership of any such shares that are owned by or with
family members, trusts or other entities. Except as indicated in the
footnotes to this table and pursuant to applicable community property
laws, each shareholder named in the table has sole voting power and
investment power with respect to the shares set forth opposite such
shareholder's name.
(2) The percentage is based upon the number of shares outstanding as of the
Record Date and computed as described in footnote (1) above.
(3) Mr. Betts' address is c/o Sprint Corporation, 6200 Sprint Parkway, Mail
Stop KSOPMF0310-3A353, Overland Park, Kansas 66251.
(4) Mr. Betts' beneficial ownership includes 2,103 shares that may be
acquired through options that are currently exercisable or will become
exercisable within 60 days of the Record Date.
(5) Mr. Burrell's address is c/o Garmin International, Inc., 1200 East 151st
Street, Olathe, Kansas 66062.
(6) The amount of Common Shares reported includes 431,782 Common Shares
held by Judith M. Burrell, Mr. Burrell's wife, over which Mr. Burrell
does not have any voting or dispositive power. Mr. Burrell disclaims
beneficial ownership of these shares owned by his wife. The amount of
Common Shares reported excludes 1,694,717 Common Shares held by the
Gary L. Burrell 2000 Grantor Retained Annuity Trust and 1,694,717 Common
Shares held by the Judith M. Burrell 2000 Grantor Retained Annuity Trust.
Mr. Burrell does not have any voting power or dispositive power over such
shares and disclaims beneficial ownership.
(7) Dr. Eller's address is 3111 Bel Air Drive, #18G, Las Vegas, Nevada 89109.
(8) The number of Common Shares over which Dr. Eller has sole voting and
dispositive power includes 6,766,214 Common Shares owned by the Min-Hwan
Kao 2000 Grantor Retained Annuity Trust and 6,766,214 Common Shares owned
by the Yu Fan C. Kao 2000 Grantor Retained Annuity Trust. Dr. Eller
serves as sole trustee of each of these trusts. Dr. Eller's beneficial
ownership includes 400,000 shares subject to a variable prepaid forward
agreement and 2,103 shares that may be acquired through options that are
currently exercisable or will become exercisable within 60 days of the
Record Date.
(9) Mr. Etkind's address is c/o Garmin International, Inc., 1200 East 151st
Street, Olathe, Kansas 66062.
(10) Mr. Etkind's beneficial ownership includes 150 shares held in the 401(k)
Plan and 4,800 shares that may be acquired through options that are
currently exercisable or will become exercisable within 60 days of
the Record Date.
(11) Dr. Kao's address is c/o Garmin International, Inc., 1200 East 151st
Street, Olathe, Kansas 66062.
(12) Of the 10,846,998 Common Shares, (i) 6,166,844 Common Shares are held
by the Min-Hwan Kao Revocable Trust 9/28/95, over which Dr. Kao has sole
voting and dispositive power, (ii) 2,448,928 Common Shares are held by
Dr. Kao's children over which he does not have any voting or dispositive
power, (iii) 2,224,126 Common Shares are held by the Yu-Fan C. Kao
Revocable Trust 9/28/95, over which Dr. Kao does not have any voting or
dispositive power, (iv) 700 shares are held by his wife, over which Dr.
Kao does not have any voting or dispositive power, and (v) 6,400 Common
Shares are held jointly by Dr. Kao and his wife. Dr. Kao disclaims
beneficial ownership of those shares owned by the Yu-Fan C. Kao Revocable
Trust 9/28/95 and by his wife and children. The amount of Common Shares
reported excludes 6,766,214 Common Shares held by the Min-Hwan Kao 2000
Grantor Retained Annuity Trust (the 'Min Kao GRAT') and 6,766,214 Common
Shares held by the Yu-Fan C. Kao 2000 Grantor Retained Annuity Trust (the
'Yu-Fan Kao GRAT') over which Dr. Kao does not have any voting power or
dispositive power. Yu Fan C. Kao is the wife of Dr. Kao. Dr. Kao
disclaims beneficial ownership of such shares. Dr. Eller is the
trustee of the Min Kao GRAT and the Yu-Fan Kao GRAT.
(13) Mr. Kelley's address is c/o Garmin International, Inc., 1200 East 151st
Street, Olathe, Kansas 66062.
(14) Mr. Rauckman's address is c/o Garmin International, Inc., 1200 East 151st
Street, Olathe, Kansas 66062.
(15) Mr. Rauckman's beneficial ownership includes 6,000 shares that may be
acquired through options that are currently exercisable or will become
exercisable within 60 days of the Record Date.
(16) Mr. McDonnell's address is c/o DST Systems, Inc., 333 West 11th Street,
Kansas City, Missouri 64105.
(17) Mr. McDonnell's beneficial ownership includes 2,103 shares that may be
acquired through options that are currently exercisable or will become
exercisable within 60 days of the Record Date.
(18) Mr. Kao's address is c/o Fortune Land Law Offices, 8th Floor, 132, Hsinyi
Road, Section 3, Taipei, Taiwan. The information is based on Amendment
No. 1 filed January 30, 2003 to Schedule 13G filed February 9, 2001.
(19) The number includes 25,109 shares that may be acquired through options
that are currently exercisable or will become exercisable within 60 days
of the Record Date.

Presentation of Financial Statements

In accordance with the Company's Articles of Association, the
Company's audited consolidated financial statements for the fiscal year
ending December 28, 2002 will be presented at the Annual Meeting. There is
no requirement under the Company's Articles of Association or Cayman
Islands law that such financial statements be approved by shareholders, and
no such approval will be sought at the Annual Meeting.

PROPOSAL 1 - ELECTION OF TWO DIRECTORS

The Company's Articles of Association classify the Company's Board of
Directors into three classes and stagger the three year terms of each class to
expire in consecutive years.

The Company's nominees for election at this Annual Meeting are Gary L.
Burrell and Min H. Kao. Mr. Burrell and Dr. Kao are being nominated as Class III
directors to hold office for a three-year term expiring in 2006.

Mr. Burrell and Dr. Kao are currently directors of the Company. Mr. Burrell
is Co-Chairman of the Company and Dr. Kao is Co-Chairman and Chief Executive
Officer of the Company. Mr. Burrell and Dr. Kao were appointed as directors by
the subscribers to the Company's Memorandum of Association in August 2000 for a
term expiring on the date of this Annual Meeting. Mr. Burrell and Dr. Kao have
indicated that they are willing and able to continue serving as directors if
elected and have consented to being named as nominees in this Proxy Statement.
If any of these nominees should for any reason become unavailable for election,
the Proxy Committee will vote for such other nominee as may be proposed by the
Company's Board of Directors.

[Photo] Gary L. Burrell, age 65, has served as Co-Chairman of the
Company since August 2000. He also served as Co-Chief Executive
Officer of the Company from August 2000 to August 2002. He has been a
director of Garmin Corporation since January 1990. He served as
President of Garmin Corporation from January 1990 to December 1998.
Mr. Burrell has also been Chairman of Garmin International, Inc. since
March 2002, and a director of Garmin International, Inc. since August
1990. He served as President of Garmin International, Inc. from August
1990 to March 2002. Mr. Burrell has been Chairman of Garmin USA, Inc.
since March 2002 and a director of Garmin USA, Inc. since December
2001. He served as President of Garmin USA, Inc. from December 2001 to
March 2002. Mr. Burrell has been a director and Chairman of Garmin
(Europe) Ltd. since 1992. Mr. Burrell was a director of Garmin Foreign
Sales Corporation from May 1998 to December 2001 and President of
Garmin Foreign Sales Corporation from July 1998 to December 2001.
Garmin Corporation, Garmin International, Inc., Garmin USA, Inc. and
Garmin (Europe) Ltd. are subsidiaries of the Company and Garmin
Foreign Sales Corporation was a subsidiary of the Company until its
dissolution in December 2001. Mr. Burrell holds a BS degree in
Electrical Engineering from Wichita State University and a MS degree
in Electrical Engineering from Rensselaer Polytechnic Institute.

[Photo] Min H. Kao, age 54, has served as Co-Chairman of the Company
since August 2000. He has served as Chief Executive Officer of the
Company since August 2002 and previously served as Co-Chief Executive
Officer from August 2000 to August 2002. He has been President of
Garmin Corporation since January 1999 and Chairman and a director
since January 1990. Dr. Kao has been President of Garmin
International, Inc. since March 2002 and a director of Garmin
International, Inc. since August 1990. He served as Vice President of
Garmin International, Inc. from April 1991 to March 2002. Dr. Kao has
been President of Garmin USA, Inc. since March 2002 and a director of
Garmin

USA, Inc. since December 2001. He served as Vice President of
Garmin USA, Inc. from December 2001 to March 2002. He has been a
director of Garmin (Europe) Ltd. since 1992. Dr. Kao was a director of
Garmin Foreign Sales Corporation from May 1998 to December 2001 and
Vice President of Garmin Foreign Sales Corporation from July 1998 to
December 2001. Garmin Corporation, Garmin International, Inc., Garmin
USA, Inc. and Garmin (Europe) Ltd. are subsidiaries of the Company and
Garmin Foreign Sales Corporation was a subsidiary of the Company until
its dissolution in December 2001. Dr. Kao holds Ph.D. and MS degrees
in Electrical Engineering from the University of Tennessee and a BS
degree in Electrical Engineering from National Taiwan University.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE 'FOR'
THESE NOMINEES.

PROPOSAL 2 - APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS FOR THE 2003 FISCAL YEAR AT REMUNERATION
TO BE APPROVED BY THE BOARD OF DIRECTORS

Ernst & Young LLP has served as the Company's independent auditors since
2000 and has served as the independent auditors for Garmin Corporation since
1990 and for Garmin International, Inc. since 1991. The Board of Directors has
nominated Ernst & Young LLP for appointment by the shareholders as the Company's
independent auditors for the 2003 fiscal year. A representative of Ernst & Young
LLP is expected to be present at the Annual Meeting to respond to shareholders'
questions and will have the opportunity to make a statement if he or she so
desires.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE 'FOR' THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE 2003
FISCAL YEAR AT REMUNERATION TO BE APPROVED BY THE BOARD OF DIRECTORS.

PROPOSAL 3 - AN AMENDMENT TO THE ARTICLES OF ASSOCIATION OF
THE COMPANY TO PERMIT THE COMPANY TO BE ABLE TO COMPLY
WITH CERTAIN NEW RULES ADOPTED BY THE SEC
AND WITH THE SARBANES-OXLEY ACT OF 2002

The Sarbanes-Oxley Act of 2002 imposes certain responsibilities on audit
committees of public companies, and the SEC has adopted new rules in connection
with certain responsibilities of and requirements for audit committees of public
companies. The new rules include among other things that the audit committee
must be directly responsible for the appointment, compensation, retention and
oversight of the work of any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services for the issuer, and the registered public accounting
firm must report directly to the audit committee. The Company's Articles of
Association, as currently in effect, provide for appointment of the auditor by
the shareholders and the fixing of the auditor's remuneration by either the
shareholders or the Board.

In order to permit the Company to be able to comply with the provisions of
the Sarbanes-Oxley Act of 2002 and the new rules adopted by the SEC, on April
16, 2003, the Board of Directors approved in an action by unanimous written
consent a proposed amendment to the Company's Articles of Association and
recommended submission of such proposed amendment for a vote by the Company's
shareholders at the Annual Meeting. The proposed amendment to the Company's
Articles of Association includes changes to certain Articles as follows:

o The reference in Article 2(b) to Article 143 shall be changed to
Article 141.

o Article 2(c) shall be amended to read as follows: 'Auditors' shall mean
the persons for the time being performing the duties of auditors of the
Company;

o Current Article 140 shall be deleted in its entirety and current Article
141 shall be renumbered Article 140 and shall be amended to read as
follows:

The appointment of and provisions relating to Auditors shall be
in accordance with applicable law and the relevant rules and
regulations of the Exchange on which the Company's shares are
listed. In the event that the Company's shares are not listed on
an Exchange, the appointment of and provisions relating to
Auditors shall be in accordance with applicable law and the Board
may appoint the Auditors who shall hold office until removed from
office by a resolution of the Board and the Board may determine
the remuneration of the Auditors.

o Current Article 142 shall be deleted in its entirety.

o Current Article 143 shall be renumbered Article 141 and shall be
amended to read in its entirety as follows:

For so long as the shares of the Company are quoted on the
Exchange, it shall establish and maintain an Audit Committee as a
committee of the Board PROVIDED ALWAYS THAT unless otherwise
permitted by applicable law and the rules of the Exchange there
shall be a minimum of three members of the Audit Committee and
all of the members of the Audit Committee shall be Independent
Directors. The Audit Committee shall comply with the rules or
regulations of the Exchange as promulgated from time to time so
long as the shares of the Company are listed on the Exchange. The
responsibilities of the Audit Committee shall include all such
matters as are required by applicable law and the rules and
regulations of the Exchange.

o Current Articles 144 through 158 shall be renumbered sequentially as
Articles 142 through 155 and the references to Article 152 in the
current Article 152 shall be amended to read Article 149 to reflect the
sequential renumbering of Article 152 to 149.

A copy of the proposed amendment is attached to this proxy statement as
Appendix A. If approved by the shareholders at the Annual Meeting, the amendment
will become effective upon the Special Resolution to approve the amendment being
passed. Pursuant to the requirements of the Cayman Islands Companies Law (2002
Revision), a copy of the Special Resolution giving effect to the amendment is
required to be filed with the Registrar of Companies in the Cayman Islands
within 15 days of the date of the passing of the Special Resolution.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE 'FOR' THE
AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY TO PERMIT THE COMPANY TO
BE ABLE TO COMPLY WITH CERTAIN NEW RULES ADOPTED BY THE SEC AND WITH THE
SARBANES-OXLEY ACT OF 2002

THE BOARD OF DIRECTORS

Information about present directors

In addition to the Board nominees who are described under Proposal 1, the
following individuals are also on the Company's Board, for a term ending on the
date of the Annual Meeting of shareholders in the year indicated.

Directors Serving Until the Annual Meeting in 2004

[Photo] Gene M. Betts, age 50, has been a director of the Company
since March 2001. Mr. Betts has been a Senior Vice President of
Sprint Corporation ('Sprint') since 1990 and has been Treasurer
of Sprint since 1998. In these positions his responsibilities
include capital markets and treasury operations, mergers and
acquisitions, taxes, corporate financial planning and budgeting,
pension and savings trust management, and risk management and
loss prevention for Sprint and all of its subsidiaries. Mr. Betts
is a Certified Public Accountant. Prior to joining Sprint he was
a partner in Arthur Young & Co. (now Ernst & Young). Mr. Betts is
a director of seven registered investment companies in the
Buffalo Funds complex.

[Photo] Thomas A. McDonnell, age 57, has been a director of the
Company since March 2001. Mr. McDonnell has been President of DST
Systems, Inc. ('DST') since January 1973 (except for a 30-month
period from October 1984 to April 1987), Chief Executive Officer
of DST since 1984 and a director of DST since 1971. He is also a
director of BHA Group Holdings, Inc., Blue Valley Ban Corp.,
Commerce Bancshares, Inc., Computer Sciences Corporation, Kansas
City Southern and Euronet Worldwide, Inc.

Director Serving Until the Annual Meeting in 2005

[Photo] Donald H. Eller, age 60, has been a director of the
Company since March 2001. Dr. Eller is a private investor. From
September 1979 to November 1982 he served as the Manager of
Navigation System Design for a division of Magnavox Corporation.
From January 1984 to December 1996 he served as a consultant on
Global Positioning Systems and other navigation technology to
various U.S. military agencies and U.S. and foreign corporations.
Dr. Eller holds B.S., M.S. and Ph.D. degrees in Electrical
Engineering from the University of Texas.

Board of Directors Meetings and Standing Committee Meetings

Meetings

The Board of Directors held five meetings and took action by unanimous
written consent twice during the fiscal year ended December 28, 2002. The Board
of Directors has established three standing committees, the Audit Committee, the
Compensation Committee and the Nominating Committee. During the 2002 fiscal
year, the Audit Committee held four meetings and took action once by unanimous
written consent. The Compensation Committee held five meetings. The Nominating
Committee was established in February 2003 and, therefore, did not hold any
meetings in 2002. No director attended fewer than 75% of the aggregate of: (1)
the total number of meetings of the Board of Directors and (2) the total number
of meetings held by all committees on which such director served.

Audit Committee

Messrs. Betts, Eller and McDonnell (Chairman) serve as the members of the
Audit Committee. The Board of Directors has adopted a written charter for the
Audit Committee. The primary responsibilities of the Audit Committee are to
oversee the Company's financial reporting processes on behalf of the Board, to
review the audited financial statements of the Company and to recommend the
appointment of, and approve the fee arrangement with, the Company's independent
auditors. The members of the Audit Committee are independent (as

independence is defined in Rule 4200(a)(14) of the National Association of
Securities Dealers' listing standards).

Compensation Committee

Messrs. Betts (Chairman), Eller and McDonnell serve as the members of the
Compensation Committee. The primary responsibilities of the Compensation
Committee are to make determinations with respect to compensation arrangements
for the Company's executive officers and to administer the Company's benefit
plans, including the Company's 2000 Equity Incentive Plan and the Company's
Employee Stock Purchase Plan. The members of the Compensation Committee are
independent (as independence is defined in Rule 4200(a)(14) of the National
Association of Securities Dealers listing standards).

Nominating Committee

Messrs. Betts, Eller (Chairman) and McDonnell serve as the members of the
Nominating Committee. The primary responsibilities of the Nominating Committee
are to make recommendations to the Board concerning all nominees for Board
membership, to recruit candidates for new directors as necessary to fill
vacancies, to evaluate the qualifications and performance of incumbent directors
and to establish and periodically re-evaluate criteria for Board membership. The
members of the Nominating Committee are independent (as independence is defined
in Rule 4200(a)(14) of the National Association of Securities Dealers Listing
Standards).

Compensation Committee Interlocks and Insider Participation;
Certain Relationships

None of the members of the Compensation Committee is, or has ever been, an
officer or employee of the Company or any of its subsidiaries. During 2002, the
Company had no compensation committee interlocks.

Gene M. Betts, a director of Garmin, is a Senior Vice President of Sprint
Corporation. Garmin International, Inc. made payments to Sprint Corporation in
2002 for long-distance telephone services. These payments did not exceed 5% of
either Garmin's consolidated net sales of the 2002 fiscal year or Sprint
Corporation's consolidated gross revenues for its last full fiscal year.

Compensation of Directors

Directors who are officers or employees of Garmin or its subsidiaries do
not receive any fees or other compensation for service on the Board or its
committees. Except as set forth below, no fees were paid during 2002 to any
director or Named Executive Officer (as defined herein) of Garmin for service on
any board of directors of any subsidiary of Garmin.

During 2002, the Outside Directors (those directors who are not officers
of, and not otherwise employed by Garmin or its subsidiaries) were paid an
annual retainer of $10,000. In addition, the Outside Directors were paid $1,000
for each Board meeting attended in person or $350 for attending a Board meeting
convened by teleconference. For each committee meeting convened on a separate
day from a Board meeting, the Outside Directors were also paid $1,000 for each
committee meeting attended in person or $350 for attending a committee meeting
convened by teleconference. During 2002, the Chairman of the Audit Committee
received an additional annual fee of $3,000, and the Chairman of the
Compensation Committee received an additional annual fee of $1,500.

As from the date of the 2003 Annual Meeting, the compensation of Outside
Directors has been changed as follows. Each Outside Director will receive an
annual retainer of $15,000. In addition, each Outside Director is paid $1,000
for each Board meeting attended in person or $350 for attending a Board meeting
convened by teleconference. For each Audit Committee meeting attended in person
or convened by teleconference, each Outside Director is

paid $1,000. For each Compensation Committee or Nominating Committee meeting
convened on a separate day from a Board meeting, each Outside Director is paid
$1,000 for each committee meeting attended in person or $350 for attending a
committee meeting convened by teleconference. Directors are also reimbursed for
reasonable travel expenses for attending Board and Committee meetings.

The Outside Directors may also be granted awards, including among others,
options to buy Garmin Common Shares, pursuant to the 2000 Non-Employee
Directors' Option Plan, as determined by the Committee (as defined in such
plan).

Each year at the Annual Meeting, each Outside Director will automatically
be granted an option for a number of shares equal to four times the annual
retainer divided by the fair market value of a share on the grant date. If an
Outside Director first joins the Board at a time other than the Annual Meeting,
he or she will receive a pro-rata grant for that year. The per-share option
price will be 100% of the fair market value of a share on the grant date. The
option will vest in equal installments over three years, subject to acceleration
in the event the Outside Director terminates his or her directorship on account
of death, disability or an involuntary termination within one year after a
change of control of Garmin. These options will have a term of 10 years, subject
to earlier termination on certain terminations of the director's service on the
Board.

In 2002 each Outside Director received an automatic grant of options to
purchase 1,686 of the Company's Common Shares.

Under Taiwan banking practice, the directors of a company are generally
required to personally guarantee the company's loans and mortgages. During
fiscal year 2002, Dr. Kao and Mr. Burrell, as directors of Garmin Corporation,
each received compensation from Garmin Corporation in the amount of $48,288 for
their personal guarantees of Garmin Corporation's obligations.

AUDIT MATTERS

Report of Audit Committee

The Audit Committee reviewed and discussed the Company's audited financial
statements for the fiscal year ended December 28, 2002 with management and with
Ernst & Young LLP, the Company's independent auditors. The Audit Committee
received management's representation and the opinion of the independent auditors
that the Company's audited financial statements were prepared in accordance with
accounting principles generally accepted in the United States. The Audit
Committee also discussed with the Company's independent auditors during the 2002
fiscal year the matters required to be discussed by Statement of Auditing
Standards No. 61 (Communication with Audit Committees), as amended.

The Audit Committee received from Ernst & Young LLP the written disclosures
and the letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and discussed with Ernst &
Young LLP the independence of their firm.

Based upon such review and discussions, the Audit Committee recommended to
the Company's Board of Directors, and the Board of Directors approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 28, 2002, for filing with the Securities
and Exchange Commission.

Audit Committee

Thomas A. McDonnell, Chairman
Gene M. Betts
Donald H. Eller

Principal Accounting Firm Fees

The following table sets forth the aggregate fees billed to Garmin for the
fiscal year ended December 28, 2002 and the fiscal year ended December 29, 2001
by Garmin's principal accounting firm, Ernst & Young LLP:

2002 2001
Audit Fees................................ $ 298,150 $ 261,627
Audit Related Fees........................ $ 36,440(a)(b) $ 49,254(a)(b)
Tax Fees.................................. $ 509,051(b)(c) $ 604,327(b)(c)
All Other Fees.............................$ 42,648(b)(d) $ 1,152(b)
$ 886,289 $ 916,360
________ ________

-------------------

(a) Audit related fees for 2002 comprise $17,500 for financial statements audit
of employee benefit plans, $10,000 for stand-alone financial statements
audit of a subsidiary, $7,065 for internal controls review and $1,875 for
annual subscription to EY Online. Audit related fees for 2001 comprise
$22,300 for financial statement audit of employee benefit plans; $7.500 for
stand-alone financial statements audit of a subsidiary and $19,454 for
transaction due diligence.

(b) The Audit Committee has considered whether the provision of these services
is compatible with maintaining the independence of Ernst & Young LLP.

(c) Tax fees for 2002 comprises $244,337 for tax compliance/preparation and
$264,714 for tax planning and tax advice. Tax fees for 2001 comprise
$173,590 for tax compliance/preparation and $430,737 for tax planning and
tax advice.

(d) Comprises $35,370 for consulting services related to employee benefit plans
and $7,278 for miscellaneous advice.

EXECUTIVE COMPENSATION MATTERS

Compensation Committee Report on Executive Compensation

Compensation Principles The Compensation Committee's executive compensation
philosophy is based on the belief that fair, reasonable and competitive
compensation is essential to attract, motivate and retain highly qualified and
industrious executives. In executing its compensation policy, the Compensation
Committee seeks to relate compensation with the Company's financial performance
and business objectives and reward high levels of individual performance while
adhering to the philosophy established by the Company's founders which is to
foster a team environment where executive compensation is fair and equitable but
not disproportionate relative to that of other employees.

Executive Compensation Program

The compensation of the Company's executive officers consists of three
principal elements: base salary, cash bonus and awards under the 2000 Equity
Incentive Plan. In determining the annual base salaries for the Company's
executives for 2002, the Compensation Committee reviewed the contribution of
each executive along with that of the Company's non-executive key employees. In
determining the annual base salaries, cash bonuses and stock option awards for
executives other than Dr. Kao and Mr. Burrell, the Compensation Committee
considered the recommendations of Dr. Kao and Mr. Burrell and each executive's
position, skills, responsibilities, achievements and tenure with the Company.

Cash bonuses are tied to the Company's achievement of its goals and
objectives and the contribution of the executive to such achievements.

Executive officer compensation also includes long-term incentives afforded
by options to purchase shares of the Company's Common Shares pursuant to the
2000 Equity Incentive Plan. The purposes of the Company's 2000 Equity Incentive
Plan are to strengthen key employees' commitment to the success of the Company,
to stimulate employee efforts on behalf of the Company, and to help the Company
attract new employees with skills which are in high demand and retain existing
key employees. Although the plan also permits the award of restricted shares,
bonus shares, deferred shares, stock appreciation rights, performance units and
performance shares, no such awards have been made under the plan. Awards of
stock options during the year under the Company's 2000 Equity Incentive Plan are
made at the grant date fair market value of the Company's Common Shares as
quoted on the Nasdaq National Market. Making the awards at the grant date fair
market value ensures that the options only become valuable upon the continued
appreciation of the Company's share price. Messrs. Etkind, Kelley and Rauckman
received stock option grants in 2002 based upon their contribution to the
Company's long-term growth and profitability.

Chief Executive Officer's Compensation

A base salary of $190,654 for Dr. Kao was determined in the same manner as
the salaries of the Company's other executive officers. No options or cash bonus
were awarded to Dr. Kao since he has a significant ownership interest in the
Company and, therefore, already has a motivation to maximize shareholder value.

A base salary of $186,000 for Mr. Burrell (who was co-CEO until his
retirement in August 2002) was determined in the same manner as the salaries of
the other executive officers. No options or cash bonus were awarded to Mr.
Burrell since he has a significant ownership interest in the Company and,
therefore, already has a motivation to maximize shareholder value.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits a public company's
deduction for federal income tax purposes of compensation expense in excess of
$1 million paid to the executive officers named in the company's summary
compensation table. Performance-based compensation which meets the requirements
of Section 162(m) is excluded from the compensation subject to the $1 million
deduction limitation. The Company believes it has taken the steps required to
exclude from calculation of the $1 million compensation expense limitation any
performance-based awards granted under the 2000 Equity Incentive Plan to the
executive officers listed in the Summary Compensation Table of this Proxy
Statement.

Compensation Committee
Gene M. Betts (Chairman)
Donald H. Eller
Thomas A. McDonnell

Stock Performance Graph

The following graph illustrates the cumulative total shareholder return
(rounded to the nearest whole dollar) of Garmin Common Shares during the period
beginning December 8, 2000 (the date of Garmin's initial public offering)
through December 31, 2002, and compares it to the cumulative total return on the
Nasdaq Composite Total Return Index (U.S.) and the Nasdaq Non-Financial Stocks
Index. The comparison assumes a $100 investment on December 8, 2000, in Garmin
Common Shares and in each of the foregoing indices and assumes reinvestment of
dividends, if any.

[Stock Performance Graph]

In Dollars 12/08/00 12/31/00 03/31/01 06/30/01 09/30/01 12/31/01 03/31/02

Garmin Limited 100 99 100 115 81 107 115
NASDAQ Composite Total Return Index (U.S.) 100 84 63 74 51 67 63
NASDAQ Non Financial Stocks Index 100 83 61 71 48 64 59

Summary Compensation Table

The following table sets forth information about the compensation earned in
the fiscal years ended December 28, 2002, December 29, 2001 and December 30,
2000 by the Chief Executive Officer and our other executive officers
(collectively, the 'Named Executive Officers').

Long-Term
Compensation
Annual Compensation(1) Awards
--------------------------------------------- -------------------
Securities
Name and Underlying
Principal Other Annual Options/ All Other
Position Year Salary Bonus Compensation SARs Compensation
($) ($)(2) ($) (#) ($)
------------------------------------------------------------------------------------------------------------------------------

Min H. Kao, Ph.D. 2002 190,654 203 49,288(3) --- 20,146(4)
Chief Executive 2001 181,571 203 49,556 --- 18,443
Officer and Co- 2000 173,329 203 54,034 --- 18,028
Chairman

Gary L. Burrell 2002 168,834 203 48,788(3) --- 18,039(6)
Co-Chairman and 2001 181,571 203 49,556 --- 18,443
former Co-CEO(5) 2000 173,329 203 53,784 --- 18,013

Andrew R. Etkind 2002 175,154 20,203 --- 8,500 19,606(7)
General Counsel and 2001 155,155 20,203 --- 6,500 18,058
Secretary 2000 140,010 20,203 --- 17,500 17,214

Gary Kelley 2002 146,305 --- 7,500 18,775(9)
Director of Marketing, 2001 138,905 22,703(8) --- 5,000 14,889
Garmin International, 2000 131,365 6,203 --- 17,500 14,161
Inc. 6,203

Kevin Rauckman 2002 145,005 15,203 --- 7,500 17,497(10)
Chief Financial Officer 2001 130,325 15,203 --- 5,000 16,268
And Treasurer 2000 116,970 15,203 --- 12,500 15,531
------------------------------------------------------------------------------------------------------------------------------

(1) All compensation paid to the Named Executive Officers was paid by Garmin
International, Inc. to such Named Executive Officers in their capacities as
officers and employees of Garmin International, Inc., except that the other
annual compensation amounts for Dr. Kao and Mr. Burrell include
compensation to each from Garmin Corporation in the following amounts: 2002
-- $48,288; 2001 -- $49,556 and 2000 -- $53,784. Under Taiwan law, the
directors of a company are required to personally guarantee the company's
loans and mortgages. These amounts from Garmin Corporation were paid as
compensation for the personal guarantees of Garmin Corporation's
obligations by Dr. Kao and Mr. Burrell.

(2) Includes a holiday bonus paid to all employees in a fixed amount of $203.

(3) Includes $48,288 in compensation from Garmin Corporation, as described in
footnote (1) above and incentive payments for inventions for which patent
applications were filed in the amount of $1,000 for Dr. Kao and $500 for
Mr. Burrell.

(4) All other compensation for Dr. Kao includes a contribution to his account
under Garmin International, Inc.'s 401(k) plan of $9,000, a contribution to
his account under Garmin International, Inc.'s pension plan of $11,002, and
premiums on life insurance of $144.

(5) Mr. Burrell retired as Co-Chief Executive Officer on August 24, 2002.

(6) All other compensation for Mr. Burrell includes a contribution to his
account under Garmin International, Inc.'s 401(k) plan of $8,250, a
contribution to his account under Garmin International, Inc.'s pension plan
of $9,662, and premiums on life insurance of $127.

(7) Includes a contribution to Mr. Etkind's account under Garmin International,
Inc.'s 401(k) plan of $8,250, a contribution to his account under Garmin
International, Inc.'s pension plan of $11,212, and premiums on life
insurance of $144.

(8) Includes a bonus payment in the amount of $12,500 equal to one month's
salary payable to an employee upon 10 years of service.

(9) Includes a contribution to Mr. Kelley's account under Garmin International,
Inc.'s 401(k) plan of $9,000, a contribution to his account under Garmin
International, Inc.'s pension plan of $9,631, and premiums on life
insurance of $144.

(10) Includes a contribution to Mr. Rauckman's account under Garmin
International, Inc.'s 401(k) plan of $8,250, a contribution to his account
under Garmin International, Inc.'s pension plan of $9,103, and premiums on
life insurance of $144.

Option/SAR Grants in Last Fiscal Year

The following table sets forth information about the options to acquire
Garmin Common Shares granted the Named Executive Officers during 2002.

------------------------------------------------------------------------------------------------------------------
Potential
Realizable Value at
Assumed Annual
Rates of Share
Price Appreciation
for Option Term(3)
Individual Grants
------------------------------------------------------------------------------------------------------------------
Percent of Total
Number of Options/SARs
Securities Granted to
Underlying Employees in Exercise or
Options/SARs Fiscal Year(2) Base Price Expiration
Name Granted(1) ($/Sh) Date 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------

Min H. Kao N/A N/A N/A N/A N/A N/A
Gary L. Burrell N/A N/A N/A N/A N/A N/A
Andrew R. Etkind 8,500 1.90% 29.79 12/26/12 159,246 403,559
Gary Kelley 7,500 1.67% 29.79 12/26/12 140,511 356,082
Kevin Rauckman 7,500 1.67% 29.79 12/26/12 140,511 356,082
------------------------------------------------------------------------------------------------------------------

(1) The options were granted on December 26, 2002 under Garmin's 2000 Equity
Incentive Plan. The options become exercisable in equal increments over
five years, subject to accelerated vesting in the case of certain events
occurring within one year after a change of control of Garmin.

(2) Options for a total of 448,000 Garmin Common Shares were granted to
eligible employees in 2002.

(3) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the SEC and do not represent Garmin's estimate or
projection of future prices of its Common Shares. The actual value realized
may be greater or less than the potential realizable values set forth in
the table.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

The following table gives aggregated information about the Named Executive
Officers' exercises during 2002 of options to purchase Garmin Common Shares and
shows the number and value of their exercisable and unexercisable options at
December 28, 2002, Garmin's fiscal year end.

-------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs Options/SARs
on Value At At
Name Exercise Realized December 28, December 28,
(#) ($) 2002(#) 2002($)(1)

Exercisable/ Exercisable/
Unexercisable Unexercisable

-------------------------------------------------------------------------------------------------

Min H. Kao N/A N/A N/A N/A

Gary L. Burrell N/A N/A N/A N/A

Andrew R. Etkind 3,500 31,150 4,800/24,200 66,681/211,704

Gary Kelley N/A N/A 8,000/22,000 119,010/200,940

Kevin Rauckman N/A N/A 6,000/19,000 87,570/153,780
-------------------------------------------------------------------------------------------------

(1) The dollar values in this column are calculated by multiplying (a) the
difference between the fair market value of the shares of Garmin Common
Shares underlying the options on December 27, 2002 (the last trading day of
the fiscal year) and the exercise price of the options by (b) the number of
options held at year-end.

Employment Agreements

Garmin does not have employment agreements with any of its key personnel.

Other Compensatory Plans

Garmin and its subsidiaries maintain compensation plans for certain of
their officers and employees. Certain of those plans have vesting provisions
under which the plan participants do not have the right to receive all of the
plan benefits allocated to their accounts until certain conditions have been
satisfied. Described below are the portions of those plans in which the accounts
of the officers named in the summary compensation table become vested as a
result of their retirement from or termination of employment with the Company or
a change in control of the Company.

Garmin International, Inc. 401(k) and Pension Plan

Effective January 1, 1990, Garmin International, Inc. established a
retirement plan called a 'money purchase pension plan' (the 'Pension Plan').
Effective as of July 1, 2002, the Pension Plan was frozen and merged into a
401(k) plan. The Named Executive Officers, as employees of Garmin International,
Inc., were covered by the Pension Plan prior to its merger into the 401(k) plan.

Garmin International, Inc. sponsors a retirement plan which is sometimes
called a '401(k) plan' (the '401(k) Plan') because of the section of the
Internal Revenue Code which authorizes this type of plan. As noted above, the
Pension Plan was merged into the 401(k) Plan effective July 1, 2002. Every
employee of Garmin International, Inc. is eligible to participate in the

401(k) Plan as of the first January 1 or July 1 after he or she reaches age 21
and completes three months of service. Participants can elect to make pre-tax
contributions to the 401(k) Plan from their eligible compensation, up to the
limits imposed by law. Participants are fully vested in their pre-tax
contributions and earnings on those contributions. In addition, Garmin
International, Inc. makes a matching contribution for each participant equal to
75% of his or her pre-tax contributions up to 10% of the participant's eligible
compensation. Garmin International, Inc. may also make a profit sharing
contribution which is divided among participants based on their compensation.
Participants become vested in their matching contributions, and earnings on
those contributions, gradually over five years, and in their profit sharing
contributions, and earnings on those contributions, gradually over seven years.
Participants become fully vested automatically if they reach age 65, die or
become disabled while they are still working for Garmin International, Inc.
Participants are allowed to direct the investment of their accounts in a menu of
authorized investment alternatives. Participants may direct the investment of
their accounts up to 100% in Garmin Common Shares. Accounts are distributable
when the participant terminates employment, retires, dies, becomes disabled,
reaches age 59 1/2 or suffers a financial hardship. Participants may also be
permitted to request a loan from their 401(k) Plan accounts. The 401(k) Plan is
intended to be a tax-qualified plan under the Internal Revenue Code which means
that participants are generally not taxed on contributions to the 401(k) Plan or
earnings on those contributions until they are withdrawn from the 401(k) Plan,
and that contributions by Garmin International, Inc. are tax deductible when
made. The Named Executive Officers, as employees of Garmin International, Inc.,
are covered by this plan.

Equity Incentive Plan

Garmin's 2000 Equity Incentive Plan, which was approved by Garmin's
shareholders on October 24, 2000, provides for grants of non-qualified stock
options and incentive stock options. The 2000 Equity Incentive Plan also
provides for grants of restricted shares, bonus shares, deferred shares, stock
appreciation rights, performance units and performance shares. Employees of
Garmin or any majority owned subsidiary are eligible for awards. The
Compensation Committee selects the grantees and determines the terms of the
awards granted. Generally, the exercise price of an option and the strike price
of a stock appreciation right must be at least the fair market value of a share
as of the grant date. The plan provides that vesting of outstanding awards will
be accelerated if Garmin terminates the grantee's employment (other than for
death, disability or cause) or the grantee terminates the employment because of
a diminution in compensation or status or a required move of 50 miles, within
one year after a change of control of Garmin.

Certain Relationships and Related Transactions

Reorganization

Garmin was formed on July 24, 2000 as a holding company for Garmin
Corporation in order to facilitate the listing of Garmin Common Shares in the
United States. Subsequently, the stockholders of Garmin Corporation executed a
shareholders agreement to transfer to Garmin Ltd. their investments in
88,984,394 shares of common stock of Garmin Corporation. Under the shareholders'
agreement, shareholders of Garmin Corporation party to the agreement agreed to
take all reasonable actions required to prevent the disposition by Garmin of any
shares of Garmin Corporation or of substantially all of the assets of Garmin
Corporation until after December 31, 2005 except upon approval of a majority in
interest of such shareholders who are U.S. citizens or residents.

Until April 15, 2002, one share of Garmin Corporation's stock was held by
each of six shareholders as nominees under nominee trusts in order to comply
with Article 2 of the Company Law of Taiwan which required that, as a 'company
limited by stock,' Garmin Corporation have at least seven shareholders, and
4,000 shares of Garmin Corporation were held by two shareholders who did not
convert their Garmin Corporation shares to Common Shares of Garmin. These 4,006
shares represented approximately 0.004% of the outstanding shares of Garmin
Corporation. Taiwan company law was recently changed to remove the requirement
that a Taiwan company have a minimum of seven shareholders and to permit single
shareholder companies. As of April 15, 2002, Garmin has acquired the 4,000
shares of Garmin

Corporation that were held by the two shareholders and the six nominee
shareholders have each transferred their one share of Garmin Corporation's stock
to Garmin. As a result, Garmin now owns all of the outstanding shares of Garmin
Corporation.

Trademarks and Licenses

Some of the Garmin entities' U.S. and foreign trademarks and patents are
currently held by Garmin Corporation. Garmin Corporation licenses such
trademarks to Garmin International, Inc. and Garmin (Europe) Ltd., but no fee is
paid for such licenses.

SHAREHOLDER PROPOSALS

To be properly brought before the Annual Meeting, a proposal must be either
(i) specified in the notice of the meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a shareholder.

If a holder of Garmin Common Shares wishes to present a proposal for
inclusion in Garmin's Proxy Statement for next year's annual general meeting of
shareholders, such proposal must be received by Garmin on or before January 4,
2004. Such proposal must be made in accordance with the applicable laws and
rules of the Securities and Exchange Commission and the interpretations thereof.
Any such proposal should be sent to the Secretary of Garmin, P.O. Box 30464 SMB,
5th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman,
Cayman Islands.

In order for a shareholder proposal that is not included in Garmin's Proxy
Statement for next year's annual meeting of shareholders to be properly brought
before the meeting, such proposal must be delivered to the Secretary and
received at Garmin's executive offices no later than March 19, 2004 and such
proposal must also comply with the procedures outlined below. The determination
that any such proposal has been properly brought before such meeting is made by
the officer presiding over such meeting.

Contents of Notice of Proposal

A shareholder proposal must be in the form of a written notice of proposal.
The required contents of the notice depend on whether the proposal pertains to
nominating a director or to other business. A shareholder's notice pertaining to
the nomination of a director shall set forth: (a) as to each nominee whom the
shareholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of the nominee,
(ii) the principal occupation or employment of the nominee, (iii) the class and
number of shares of capital stock of Garmin that are beneficially owned by the
nominee, and (iv) any other information concerning the nominee that would be
required, under the rules of the SEC, in a proxy statement soliciting proxies
for the election of such nominee; (b) as to the shareholder giving the notice,
(i) the name and address of the shareholder, and (ii) the class and number of
shares of capital stock of Garmin that are beneficially owned by the shareholder
and the name and address of record under which such stock is held; and (c) the
signed consent of the nominee to serve as a director if elected.

A shareholder' notice concerning business other than nominating a director
shall set forth as to each matter the shareholder proposes to bring before the
meeting (a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (b) the
name and address of the shareholder proposing such business, (c) the class and
number of shares of capital stock of Garmin that are beneficially owned by the
shareholder and the name and address of record under which such stock is held,
and (d) any material interest of the shareholder in such business. The Chairman
of the annual meeting has the power to determine whether the proposed business
is an appropriate subject for and was properly brought before the meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Garmin's directors, executive officers and certain other officers, and persons,
legal or natural, who own more than 10 percent of Garmin's Common Shares
(collectively "Reporting Persons"), to file reports of their ownership of such
shares, and the changes therein, with the SEC, and Garmin (the "Section 16
Reports"). Based solely on a review of the Section 16 reports for 2002 and any
amendments thereto furnished to Garmin, all Section 16 Reports for fiscal year
2002 were timely filed by the Reporting Persons.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Pursuant to the rules of the Securities and Exchange Commission, services
that deliver Garmin's communications to shareholders that hold their shares
through a bank, broker or other nominee holder of record may deliver to multiple
shareholders sharing the same address a single copy of Garmin's Annual Report
and Proxy Statement. Garmin will promptly deliver upon written or oral request a
separate copy of the Annual Report and/or Proxy Statement to any shareholder at
a shared address to which a single copy of the documents was delivered. Written
requests should be made to Garmin Ltd., c/o Garmin International, Inc., 1200
East 151st Street, Olathe, Kansas 66062, Attention: Debbie Pollard, and oral
requests may be made by calling Debbie Pollard at (913) 397-8200. Any
shareholder who wants to receive separate copies of the Proxy Statement or
Annual Report in the future, or any shareholder who is receiving multiple copies
and would like to receive only one copy per household, should contact the
shareholder's bank, broker or other nominee holder of record.

OTHER MATTERS

The Board of Directors knows of no other matters that are expected to be
presented for consideration at the Annual Meeting. However, if other matters
properly come before the meeting, it is intended that persons named in the
accompanying proxy will vote on them in accordance with their best judgment.

The Annual Report to Shareholders of Garmin for the fiscal year ended
December 28, 2002, which includes financial statements and accompanies this
Proxy Statement, does not form part of the materials for the solicitation of
proxies.

Notwithstanding anything to the contrary set forth in any of Garmin's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the Compensation Committee Report on Executive Compensation,
the Performance Graph and the Audit Committee Report included herein shall not
be incorporated by reference into any such filings.

Garmin will furnish without charge upon written request a copy of Garmin's
Annual Report on Form 10-K. The Annual Report on Form 10-K includes a list of
all exhibits thereto. Garmin will furnish copies of such exhibits upon written
request therefor and payment of Garmin's reasonable expenses in furnishing such
exhibits. Each such request must set forth a good faith representation that, as
of the Record Date, the person making such request was a beneficial owner of
Common Shares entitled to vote at the Annual Meeting. Such written request
should be directed to the Secretary of Garmin, c/o Garmin International, Inc.,
1200 East 151st Street, Olathe, Kansas 66062. The Annual Report on Form 10-K is
available at www.garmin.com and is also available through the SEC's Internet
site at www.sec.gov.

By Order of the Board of Directors

/s/ Andrew R. Etkind

May __, 2003 Andrew R. Etkind
General Counsel and Secretary

APPENDIX A

PROPOSED AMENDMENT TO

ARTICLES OF ASSOCIATION

GARMIN LTD.

The text of the proposed special resolution to amend the Articles of Association
of Garmin Ltd. is as follows:

1. The reference in Article 2(b) to Article 143 shall be changed to Article
141.

2. Article 2(c) shall be amended to read as follows: 'Auditors' shall mean the
persons for the time being performing the duties of auditors of the
Company;

3. Current Article 140 shall be deleted in its entirety and current Article
141 shall be renumbered Article 140 and shall be amended to read as
follows:

The appointment of and provisions relating to Auditors shall be in
accordance with applicable law and the relevant rules and regulations
of the Exchange on which the Company's shares are listed. In the event
that the Company's shares are not listed on an Exchange, the
appointment of and provisions relating to Auditors shall be in
accordance with applicable law and the Board may appoint the Auditors
who shall hold office until removed from office by a resolution of the
Board and the Board may determine the remuneration of the Auditors.

4. Current Article 142 shall be deleted in its entirety.

5. Current Article 143 shall be renumbered Article 141 and shall be amended to
read in its entirety as follows:

For so long as the shares of the Company are quoted on the Exchange,
it shall establish and maintain an Audit Committee as a committee of
the Board PROVIDED ALWAYS THAT unless otherwise permitted by
applicable law and the rules of the Exchange there shall be a minimum
of three members of the Audit Committee and all of the members of the
Audit Committee shall be Independent Directors. The Audit Committee
shall comply with the rules or regulations of the Exchange as
promulgated from time to time so long as the shares of the Company are
listed on the Exchange. The responsibilities of the Audit Committee
shall include all such matters as are required by applicable law and
the rules and regulations of the Exchange.

6. Current Articles 144 through 158 shall be renumbered sequentially as
Articles 142 through 155 and the references to Article 152 in the current
Article 152 shall be amended to read Article 149 to reflect the sequential
renumbering of Article 152 to 149.

APPENDIX B

GRAPHIC AND IMAGE MATERIAL
IN
PROXY STATEMENT

In accordance with Rule 304 of Regulation S-T, the following graphic and
image material is included in the Garmin proxy statement.

Photographs of Each Director

The proxy statement includes photographs of each director. A photograph of
a director is placed in the proxy statement next to the discussion of the
director's principal occupations in the sections entitled 'PROPOSAL 1 - ELECTION
OF TWO DIRECTORS' and 'THE BOARD OF DIRECTORS.'

Performance Graph

The proxy statement also includes a stock performance graph, which is
supplemented by a table showing the dollar value of the points on the graph. The
table is set forth in this electronic format document in the section entitled
'Performance Graph'. Both the graph and the table will be included in the paper
format definitive proxy mailed to Garmin's shareholders. In accordance with a
letter to EDGAR filers dated November 16, 1992 from Mauri L. Osheroff, Associate
Director of Regulatory Policy of the Division of Corporate Finance, no further
explanation of the graph is set forth in this appendix.

APPENDIX C

FORM OF PROXIES

-------------------------------------------------------------------------------
PROXY
-------------------------------------------------------------------------------

GARMIN LTD.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SHAREHOLDERS MEETING ON JUNE 6, 2003

The undersigned shareholder of Garmin Ltd., a Cayman Islands company,
hereby appoints Gary L. Burrell and Min H. Kao and Kevin Rauckman and each of
them, with full power of substitution, as true and lawful agents and proxies to
represent the undersigned and vote all common shares of Garmin Ltd. owned by the
undersigned in all matters coming before the 2003 Annual General Meeting of
Shareholders (or any adjournment thereof) to be held at the Ritz-Charles
Conference Center, 9000 West 137th Street, Overland Park, Kansas 66221, on
Friday, June 6, 2003 at 10:00 a.m. local time. The Board of Directors recommends
a vote 'FOR' the following proposals, all as more specifically set forth in the
Proxy Statement:

1. Election of Two [ ]FOR all the nominees listed below [ ]WITHHOLD AUTHORITY
Directors (except as marked to the to vote for all
contrary below) nominees listed
below

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below. Failure to follow this
procedure to withhold authority to vote for any individual nominee will
result in the granting of authority to vote for the election of such
nominee.)

Gary L. Burrell - three year term expiring in 2006
Min H. Kao - three year term expiring in 2006

2. Appointment of Ernst & Young, LLP as independent auditors for the 2003
fiscal year at remuneration to be approved by the Board of Directors.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. An amendment to the Articles of Association of the Company to permit the
Company to be able to comply with certain new rules adopted by the United
States Securities and Exchange Commission and with the Sarbanes-Oxley Act
of 2002.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

4. In their discretion, the Proxies are authorized to vote with respect to any
other matters that may properly come before the Annual General Meeting or
any adjournment thereof, including matters incident to its conduct.

I/WE RESERVE THE RIGHT TO REVOKE THE PROXY AT ANY TIME BEFORE THE EXERCISE
THEREOF. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED ABOVE BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE
NOT GIVEN, THIS PROXY WILL BE VOTED 'FOR' THE ELECTION OF THE DIRECTORS
NOMINATED, 'FOR' PROPOSAL 2 AND 'FOR' PROPOSAL 3.

Dated:__________________________, 2003

_____________________________________
(Signature)

_____________________________________
(Signature if held jointly)

Please sign exactly as your name appears on your share
certificate, indicating your official position or
representative capacity, if applicable. If shares are held
jointly, each owner should sign.

IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY BEFORE
THE DATE OF THE ANNUAL MEETING IN THE ENCLOSED ENVELOPE.

CONFIDENTIAL VOTING INSTRUCTIONS TO
T. ROWE PRICE TRUST COMPANY AS TRUSTEE
UNDER THE GARMIN INTERNATIONAL, INC.
401(k) AND PENSION PLAN

This voting instruction card is solicited by the Trustee. I hereby direct
that the voting rights pertaining to Common Shares of Garmin Ltd. held by the
Trustee and allocated to my account shall be exercised at the Annual General
Meeting of Shareholders to be held on June 6, 2003, or any adjournment thereof,
as specified hereon and in its discretion on all other matters that are properly
brought before the Annual General Meeting of Shareholders and matters incidental
to such meeting.

1. Election of Two [ ]FOR all the nominees listed below [ ]WITHHOLD AUTHORITY
Directors (except as marked to the to vote for all
contrary below) nominees listed
below

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)

Gary L. Burrell - three year term expiring in 2006
Min H. Kao - three year term expiring in 2006

2. Appointment of Ernst & Young, LLP as independent auditors for the 2003
fiscal year at remuneration to be approved by the Board of Directors.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. An amendment to the Articles of Association of the Company to permit the
Company to be able to comply with certain new rules adopted by the United
States Securities and Exchange Commission and with the Sarbanes-Oxley Act
of 2002.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

If the voting instruction card is not returned, the Trustee must vote such
shares in the same proportions as the shares for which voting instruction
cards were received from the plan participants.

T. ROWE PRICE TRUST COMPANY AS TRUSTEE
UNDER THE GARMIN INTERNATIONAL, INC.
401(k) AND PENSION PLAN

Dated:__________________________, 2003

_____________________________________
(Signature)

Please sign exactly as your name appears.

IMPORTANT: PLEASE SIGN, DATE AND RETURN
THIS VOTING INSTRUCTION CARD BEFORE THE
DATE OF THE ANNUAL MEETING IN THE
ENCLOSED ENVELOPE. DO NOT RETURN THIS
CARD TO GARMIN LTD. AS YOUR VOTE IS
CONFIDENTIAL.