CAYMAN ISLANDS
The Companies Law (2000 Revision)
Company Limited by Shares
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MEMORANDUM OF ASSOCIATION
OF
GARMIN LTD.
1. The name of the Company is Garmin Ltd.
2. The Registered Office of the Company shall be at the offices of Maples and
Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands, British West Indies or at such other place in the
Cayman Islands as the Board may from time to time decide.
3. The objects for which the Company is established are unrestricted and the
Company shall have full power and authority to carry out any objective not
prohibited by any law as provided by Section 7 (4) of the Companies Law
(2000 Revision).
4. Except as prohibited or limited by the Companies Law (2000 Revision), the
Company shall have full power and authority to carry out any object not
prohibited by any law as provided by Section 7(4) of the Companies Law
(2000 Revision) and shall have and be capable of from time to time and at
all times exercising any and all of the powers at any time or from time to
time exercisable by a natural person or body corporate, irrespective of any
question of corporate benefit, in doing in any part of the world whether as
principal, agent, contractor or otherwise whatever may be considered by it
necessary for the attainment of its objects and whatever else may be
considered by it as incidental or conducive thereto or consequential
thereon, including, but without in any way restricting the generality of
the foregoing, the power to make any alterations or amendments to this
Memorandum of Association and the Articles of Association of the Company
considered necessary or convenient in the manner set out in the Articles of
Association of the Company, and the power to do any of the following acts
or things, viz: to pay all expenses of and incidental to the promotion,
formation and incorporation of the Company; to register the Company to do
business in any other jurisdiction; to sell, lease or dispose of any
property of the Company; to draw, make, accept, endorse, discount, execute
and issue promissory notes, debentures, debenture stock, loans, loan stock,
loan notes, bonds, convertible bonds, bills of exchange, bills of lading,
warrants and other negotiable or transferable instruments; to lend money or
other assets and to act as guarantors; to borrow or raise money on the
security of the undertaking or on all or any of the assets of the Company
including uncalled capital or without security; to invest monies of the
Company in such manner as the Directors determine; to promote other
companies; to sell the undertaking of the Company for cash or any other
consideration; to distribute assets in specie to members of the Company; to
contract with persons for the provision of advice, the management and
custody of the Company's assets, the listing of the Company's shares and
its administration; to make charitable or benevolent donations; to pay
pensions or gratuities or provide other benefits in cash or kind to
Directors, officers, employees, past or present and their families; to
purchase Directors and officers liability insurance; to carry on any trade
or business and generally to do all acts and things which, in the opinion
of the Company or the Directors, may be conveniently or profitably or
usefully acquired and dealt with, carried on, executed or done by the
Company in connection with the business aforesaid PROVIDED THAT the Company
shall only carry on the businesses for which a licence is required under
the laws of the Cayman Islands when so licensed under the terms of such
laws.
5. The liability of each member is limited to the amount from time to time
unpaid on such member's shares.
6. The share capital of the Company is US$6,000,000 divided into 500,000,000
Common Shares of a nominal or par value of US$0.01 each and 1,000,000
Preferred Shares of a nominal or par value of US$1.00 each with power for
the Company insofar as is permitted by law, to redeem or purchase any of
its shares and to increase or reduce the said capital subject to the
provisions of the Companies Law (2000 Revision) and the Articles of
Association and to issue any part of its capital, whether original,
redeemed or increased with or without any preference, priority or special
privilege or subject to any postponement of rights or to any conditions or
restrictions and so that unless the conditions of issue shall otherwise
expressly declare every issue of shares whether declared to be preference
or otherwise shall be subject to the powers hereinbefore contained.
7. If the Company is registered as exempted, its operations will be carried on
subject to the provisions of Section 193 of the Companies Law (2000
Revision) and, subject to the provisions of the Companies Law (2000
Revision) and the Articles of Association, it shall have the power to
register by way of continuation as a body corporate limited by shares under
the laws of any jurisdiction outside the Cayman Islands and to be
deregistered in the Cayman Islands.
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DATED the 24th day of July, 2000.
SIGNATURE and ADDRESS NUMBER OF SHARES
OF EACH SUBSCRIBER TAKEN BY EACH
/s/ Rebecca Steller
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Rebecca Steller, Attorney-at-Law One
PO Box 309, Grand Cayman
/s/ Graham Lockington
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Graham Lockington, Attorney-at-Law One
PO Box 309, Grand Cayman
/s/ Diann Greene
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Witness to the above signatures
I, Renda S. Cornwall, Asst. Registrar of Companies in and for the Cayman Islands
HEREBY CERTIFY that this is a true and correct copy of the Memorandum of
Association of this Company duly incorporated on the 24th day of July, 2000.
/s/ Renda S. Cornwall
ASST. REGISTRAR OF COMPANIES
