12. Redomestication

The redomestication in 2010 effectively changed the place of incorporation of the ultimate parent holding company of Garmin from the Cayman Islands to Switzerland.

As a result of the redomestication, the shareholders of Garmin Ltd. (Cayman) became shareholders of Garmin Ltd. (Switzerland), and Garmin Ltd. (Cayman) became a subsidiary of Garmin Ltd. (Switzerland). In addition, Garmin Ltd. (Switzerland) assumed, on a one-for-one basis, Garmin Ltd. (Cayman)’s existing obligations in connection with awards granted under Garmin Ltd. (Cayman)’s equity incentive plans and other similar equity awards. Any stock options, stock appreciation rights, restricted stock units or performance shares issued by Garmin Ltd. (Cayman) that are convertible, exchangeable or exercisable into common shares of Garmin Ltd. (Cayman) became convertible, exchangeable or exercisable, as the case may be, into registered shares of Garmin Ltd. (Switzerland).

On July 26, 2010, Garmin Ltd. (Cayman) relocated its registered office to Switzerland and changed its name to Garmin Switzerland GmbH. The reported capitalization of the Company also changed to that of Garmin Ltd. (Switzerland). Accordingly, common stock was increased by $1,796,448 to $1,797,435 (198,077,418 shares * CHF 10/ USD 9.0744), and retained earnings was reduced by the same amount.

The summary of the components of authorized shares at December 28, 2013, December 29, 2012, December 31, 2011 and changes during 2013 and 2012 are as follows:

	Outstanding	Treasury		Issued		Conditional		Authorized
	Shares	Shares		Shares1		Capital		Capital
Changes in components of authorized shares
December 31, 2011	194,662,617	13,414,801	²	208,077,418	^2,3	104,038,709	⁴	104,038,709	⁴
Treasury shares purchased	(465,020)	465,020		-		-		-
Treasury shares issued for stock based compensation	1,394,257	(1,394,257)
Expiration of authorized capital	-	-		-		-		(104,038,709)
December 29, 2012	195,591,854	12,485,564	²	208,077,418	^2,3	104,038,709	⁴	-	⁴
Treasury shares purchased	(1,932,208)	1,932,208		-		-		-
Treasury shares issued for stock based compensation	1,490,456	(1,490,456)		-		-		-
December 28, 2013	195,150,102	12,927,316	²	208,077,418	^2,3	104,038,709	⁴	-	⁴

	¹	Shares at CHF 10 par value (USD 9.0744)
	²	Includes 10,000,000 formation shares at USD 0 historical cost
	³	The par value of the share capital presented on the face of the balance sheet and in the consolidated statements of stockholders equity excludes the par value of the 10,000,000 formation shares.
	⁴	Up to 104,038,709 conditional shares may be issued through the exercise of option rights which are granted to Garmin employees and/or members of its Board of Directors. In addition, the Board of Directors is authorized to issue up to 104,038,709 additional shares no later than June 27, 2012.

The general terms of Garmin Ltd. (Switzerland)'s capitalization (rights of shareholders, limitations on dividends, etc.) may be found in the proxy statement and Form 8-A/A registration statement filed with the SEC on April 9, 2010 and June 28, 2010, respectively.