presented at this Annual General Meeting other than those set forth in this proxy statement and in the Notice accompanying this proxy statement. If other matters should properly come before the meeting, the proxy holders will vote on such matters in accordance with their best judgment. Any shareholder of record

---

     We have prepared, in accordance with Singapore law, Singapore statutory financial statements, to be distributed as part ofwhich are enclosed with this proxy statement. Except as otherwise stated herein, all monetary amounts in this proxy statement have been presented in U.S. dollars.

PROPOSALS NO. 1 2, AND 3:2:

RE-ELECTION AND RE-APPOINTMENT OF DIRECTORS

     Under Article 95 of our Articles of Association, at each Annual General Meeting, at least one-third of the Directors, or, if their number is not a multiple of three, then the number nearest to but not less than one-third of the Directors, are required to retire from office. The Directors required to retire in each year are those who have been in office longest since their last re-election or appointment. As between persons who became or were last re-elected Directors on the same day, those required to retire are (unless they otherwise agree among themselves) determined by lot. Retiring Directors are eligible for re-election. Mr. Marks and Mr. Moritz are the two members of the Board of Directors who will retire by rotation in the manner stated above. They are both eligible for re-election and have been nominated to stand for re-election at the 20022004 Annual General Meeting.

Mr. Takeuchi was appointed as a Director by the Board of Directors in June 2002. Under Article 101 of our Articles of Association, any person appointed as a Director by the Board of Directors shall hold office only until the next Annual General Meeting and shall then be eligible for re-election. However, this director shall not be taken into account in determining the number of Directors who are to retire by rotation at the Annual General Meeting in the manner stated above. Mr. Takeuchi will hold office until the 2002 Annual General Meeting. He is eligible for re-election and has been nominated to stand for re-election at the 2002 Annual General Meeting.

     Under Section 153(2) of the Companies Act, Cap. 50, the office of a director of a public company or of a subsidiary of a public company becomes vacant at the conclusion of the Annual General Meeting commencing next after such director attains the age of 70 years. However, under Section 153(6), a person of or over the age of 70 years may, by ordinary resolution be appointed or re-appointed as a director of that company to hold office until the next annual general meeting of the company or be authorized to continue in office as a director until the next annual general meeting of the company. Notice of such resolution must be duly given within the period of time required for notice to be given to the members of the company of an annual general meeting. Such resolution must be passed by a majority of not less than 75% of such shareholders (members) of the company as are entitled to and do vote, in person or, where proxies are allowed, by proxy, at a general meeting of that company. Mr. Foley turned 7072 in 2002,February 2004, and, under Singapore law, his office as a Director will therefore become vacant at the conclusion of the 20022004 Annual General Meeting. Mr. Foley was re-appointed as a director at the 2003 Annual General Meeting, pursuant to Section 153(6) of the Companies Act, Cap. 50. It is accordingly proposed that a resolution be passed at the 20022004 Annual General Meeting, pursuant to Section 153(6) of the Companies Act, Cap. 50, to re-appoint Mr. Foley as a Director to hold office from the date of the 20022004 Annual General Meeting until the 20032005 Annual General Meeting.

2

---

The proxy holders intend to vote all proxies received by them in the accompanying form for the nominees for Directors listed below. In the event any nominee is unable or declines to serve as a Director at the time of the Annual General Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors, in accordance with Article 100 of our Articles of Association, to fill the vacancy. In the event that additional persons are nominated for election as Directors, in accordance with Article 100 of our Articles of Association, the proxy holders intend to vote all proxies received by them for the nominees listed below. As of the date of this proxy statement, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a Director.

Nominees to Board of Directors

     Michael E. Marks (age 51)(age 53) — Mr. Marks has served as our Chief Executive Officer since January 1994. He has served as a member of our Board of Directors since December 1991 and as Chairman of our Board sincefrom July 1993.1993 to January 2003. Mr. Marks serves on the boards of KLA-Tencor Corporation and SanDisk Corporation. He received a B.A. and M.A. from Oberlin College and a M.B.A. from Harvard Business School.

     Michael J. Moritz (age 47)(age 49) — Mr. Moritz has served as a member of our Board of Directors since July 1993. Since 1988, he has been a General Partner of Sequoia Capital, a venture capital firm. Mr. Moritz also serves as a director of Yahoo! Inc., PayPal Inc., Saba Software, Red Envelope, Inc. and several privately-held companies.

Hirotaka Takeuchi (age 51) — Mr. Takeuchi has been a member of our Board of Directors since June 2002. He has served as dean since 1998 and as a professor of Hitotsubashi University since 1987.

     Patrick Foley (age 70)(age 72) — Mr. Foley has served as a member of our Board of Directors since October 1997. Mr. Foley served in various positions with DHL Corporation, Inc. and its major subsidiary, DHL Airways, Inc., a global document, package and airfreight delivery company from September 1988 to 2001, most recently as its Chairman, President and Chief Executive Officer. He also serves as a director of Continental Airlines,Health Net, Inc., Del Monte Corporation, Foundation Health Systems, Inc., and Glenborough Realty Trust, Inc.

---

Directors Not Standing for Re-Election

     Goh Thiam Poh Tommie (age 51) — Mr. Goh has been a member of our Board of Directors since December 2000. He founded JIT Electronics Pte Ltd in 1988, which we acquired in November 2000.

Richard L. Sharp (age 55)(age 57) — Mr. Sharp has served as a member of our Board of Directors since July 1993.1993 and as Chairman of our Board since January 2003. Mr. Sharp served in various positions with Circuit City Stores, Inc., a consumer electronics and personal computer retailer, from 1982 to 2002. Mr. Sharp joined Circuit City2002, most recently, as an Executive Vice President in 1982. He was President from 1984 to 1997, Chief Executive Officer from 1986 to 2000 and Chairman of the Board from 1994 to 2002.

Resigning Director

     James A. Davidson(age 44) — Mr. Chuen Fah Alain AhkongDavidson has tendered his resignation fromserved as a member of our Board of Directors since March 2003. He is a founder and managing member of Silver Lake Partners, a private equity investment firm. From June 1990 to November 1998, he was an investment banker with Hambrecht & Quist, most recently serving as Managing Director and Head of Technology Investment Banking. From 1984 to 1990, Mr. Davidson was a corporate and securities lawyer with Pillsbury, Madison & Sutro. Currently, Mr. Davidson serves on the board of Seagate Technology. He received a B.S. from the University of Nebraska and J.D. from the University of Michigan.

Lip-Bu Tan(age 48) — Mr. Tan has served as a member of our Board of Directors since March 2003. In 1987, he founded and since that time has accepted his resignation effectiveserved as Chairman of August 29, 2002,Walden International, a venture capital fund. Mr. Tan currently serves on the dateboards of our Annual General Meeting.Cadence Design Systems, Inc., Centillium Communications, Creative Technology, Integrated Silicon Solution, SINA Corporation and Semiconductor Manufacturing International Corporation. Mr. Tan received a M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, a MBA from the University of San Francisco, and a B.S. from Nanyang University in Singapore.

The Board recommends a vote FOR the re-election of

3

---

Board and Committee Meetings

     Our Board of Directors held a total of 48 administrative10 meetings during fiscal 2004, of which three were regularly scheduled meetings and one regularly scheduled meeting during fiscal 2002.seven were administrative meetings. During the period for which each current director was a director or a committee member, all directors attended at least 75% of the aggregate of the total number of regularly scheduled meetings of the Board together with the total number of meetings held by all committees of the Board on which he served. Only Mr. Marks and Mr. Moritz attended 75% of the aggregate of the total number of administrative meetings of the board.

     The Board has determined that each of our directors is an independent director as defined by the rules of the NASDAQ Stock Market other than Mr. Marks, who serves as our chief executive officer.

     The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Finance Committee. The Board does not have a nominating committee or other committee performing similar functions.

     Audit Committee. The Audit Committee isaudit committee currently composed of Mr. Foley, Mr. Moritz and Mr. Ahkong. Mr. Ahkong will serve onDavidson, each of whom the Audit Committee until his resignation onBoard has determined to be an independent director and meets the date of our Annual General Meeting. At that time, we expectfinancial experience requirements under both the Securities and Exchange Commission rules and the NASDAQ Stock Market listing standards. The Board also determined that Mr. Goh will be appointed to serve onDavidson is an “audit committee financial expert” within the Audit Committee. Ourmeaning of the rules of the Securities and Exchange Commission and is “financially sophisticated” within the meaning of the rules of the NASDAQ Stock Market. The audit committee reviews and monitors our financial statements and accounting practices, makes recommendations to our board regarding the selection of independent auditors and reviews the results and scope of audits and other services provided by our independent auditors. The Audit Committee held foursix meetings in fiscal 2002.2004. The audit committee’s principal functions are to (1) monitor and evaluate periodic review of the adequacy of the accounting and financial reporting processes and systems of internal control that are conducted by our financial and senior management, and our independent auditors; (2) be directly responsible for the appointment, compensation and oversight of the work of our independent auditors (including resolution of any disagreements between our management and the auditors regarding financial reporting); and (3) facilitate communication among our independent auditors, our financial and senior management and our Board. Our Board has adopted an audit committee charter that is available on our website at http://www.flextronics.com/ Investors/ CorporateGovernance.asp.

     Compensation Committee. The Compensation Committee is currently composed of Mr. Sharp and Mr. Moritz.Moritz, each of whom our Board has determined to be an independent director under the NASDAQ Stock

---

Nominating and Corporate Governance Committee. The nominating and corporate governance committee currently consists of Mr. Foley and Mr. Tan, each of whom our Board has determined to be an independent director under the NASDAQ Stock Market listing standards. The nominating and corporate governance committee held three meetings in fiscal year 2004. The nominating and corporate governance committee recruits, evaluates and recommends candidates for appointment or election as members of our Board and recommends corporate governance guidelines to the Board. Our Board has adopted a nominating and corporate governance committee charter that is available on our website at http://www.flextronics.com/ Investors/ CorporateGovernance.asp.

Consideration of Director Nominees. Our nominating and corporate governance committee generally recruits, evaluates and recommends nominees for our Board based upon recommendations by our directors, management and shareholders. The nominating and corporate governance committee will also consider recommendations submitted by our shareholders. To date, we have not received any such recommendations from our shareholders. Shareholders can recommend to our nominating and corporate governance committee qualified candidates for our Board by submitting recommendations to our corporate secretary at Flextronics International Ltd., 2090 Fortune Drive, San Jose, California 95131. Submissions that are received and meet the criteria outlined below will be forwarded to the nominating and corporate governance committee for review and consideration. Shareholder recommendations for our 2005 Annual Shareholder Meeting should be made at least three months prior to September 23, 2005 to ensure adequate time for meaningful consideration by the nominating and corporate governance committee.

The goal of the nominating and corporate governance committee is to ensure that our Board possesses a variety of perspectives and skills derived from high-quality business and professional experience. The nominating and corporate governance committee seeks to achieve a balance of knowledge, experience and capability on our Board, while maintaining a sense of collegiality and cooperation that is conducive to a productive working relationship within the Board and between the Board and management. To this end, the nominating and corporate governance committee seeks nominees with the highest professional and personal ethics and values, an understanding of our business and industry, diversity of business experience and expertise, a high level of education, broad-based business acumen, and the ability to think strategically. Although the nominating and corporate governance committee uses these and other criteria to evaluate potential nominees, we have no stated minimum criteria for nominees. The nominating and corporate governance committee does not use different standards to evaluate nominees depending on whether they are proposed by our directors and management or by our shareholders. To date, we have not paid a third party to assist us in finding nominees for our Board.

     Finance Committee. The Finance Committee is currently composed of Mr. Marks and Mr. Moritz. The Finance Committee reviews and approves various financial matters that are not reserved to the Board of Directors.for approval by our Board. The Finance Committee held 3223 meetings in fiscal 2002.year 2004.

Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and Ethics that applies to all employees and directors. The code is available on our website at http://www.flextronics.com/ Investors/ CorporateGovernance.asp. Any amendment to or waiver of a provision of the code that applies to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions and relates to elements of the code specified in the rules of the Securities and Exchange Commission will be posted on our website.

Shareholder Communications with Our Board

Our shareholders may communicate with our Board by submitting an email to Board@flextronics.com. All emails received will be sent to the chairman of the board and the chief financial officer and/or vice president of finance. The vice president of finance will review all of the email correspondence and provide regular summaries to our Board. Our Board has adopted a policy that encourages each director to attend the Annual General Meeting of Shareholders, but attendance is not required.

---

Director Compensation

     Each individual who first becomes a non-employee Board member is granted a stock option to purchase 20,00025,000 ordinary shares, pursuant to the automatic option grant provisions of our 2001 Equity Incentive Plan. After this initial grant, pursuant to the terms of the automatic option grant provisions of the 2001 Plan, on the date of each Annual General Meeting, each individual who is at that time serving as a non-employee director receives optionsa stock option to purchase 6,00012,500 ordinary shares. Pursuant to this program, in fiscal 2004, Mr. Ahkong,Foley, Mr. Goh, Mr. Moritz and Mr. Sharp and Mr. Foley each received a stock option grants for 6,000 ordinary shares in fiscal 2002. If Proposal No. 6 is approved by our shareholders, individuals who first become non-employee directors will automatically receive options to purchase 25,000 ordinary shares and eligible continuing directors will automatically annually receive options to purchase 12,500 ordinary shares onin fiscal year 2004. Also, under the dateterms of the discretionary option grant provisions of the 2001 Plan, non-employee directors are eligible to receive stock options granted at the discretion of the board. Pursuant to this program, in fiscal 2004, Mr. Foley, Mr. Goh, Mr. Moritz and Mr. Sharp each Annual General Meeting, including the 2002 Annual General Meeting.received stock options to purchase 10,000 ordinary shares in fiscal year 2004. The maximum number of ordinary shares that may be received by each non-employee director under this program is 100,000 ordinary shares per year.

     Each non-employee director receives annual cash compensation of $37,200 for services rendered as a director. In addition, all directors receiveeach director receives $700 for each quarterly meeting of the Board of Directors that he attends as well as reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of the Board of Directors. NoWe are currently seeking approval by our shareholders to increase non-employee director receives any cash compensation annually by $10,000 for services rendered as a director.on one or more committees of the Board. No director who is our employee receives compensation for services rendered as a director.

4

---

EXECUTIVE COMPENSATION

The following table presents information concerning the compensation paid or accrued by us for services rendered during fiscal 2002, 2001 and 2000 by our Chief Executive Officer and each of our four other most highly compensated executive officers whose total salary and bonus for fiscal 2002 exceeded $100,000.

Summary Compensation Table

																			Long Term
																			Compensation
			Annual Compensation																Awards
																			Securities
			Fiscal												Other Annual				Underlying				All Other
Name and Principal Position			Year				Salary				Bonus				Compensation				Options				Compensation
Michael E. Marks				2002			$	266,528			$	—			$	5,008	(2)			600,000			$	5,113	(6)
	Chairman and Chief			2001				600,000				1,285,000				5,082	(2)			1,036,456				8,627	(7)
	Executive Officer			2000				450,000				363,750				230,385	(3)			600,000				8,350	(8)
Ronny Nilsson				2002				378,501				—				28,472	(4)			158,333				31,027	(9)
	President, Flextronics			2001				362,545				405,350				10,154	(2)			200,000				33,614	(9)
	Network Services			2000				317,684				129,563				17,436	(5)			160,000				34,884	(9)
Michael McNamara				2002				243,750				—				3,868	(2)			400,000				2,639	(10)
	Chief Operating			2001				450,000				831,250				3,925	(2)			600,000				4,702	(11)
	Officer			2000				375,000				201,250				3,867	(2)			600,000				4,750	(11)
Robert R.B. Dykes				2002				202,965				—				4,600	(2)			316,667				3,541	(12)
	President, Systems			2001				425,000				798,125				4,668	(2)			400,000				5,329	(11)
	Group and Chief			2000				337,500				156,000				4,599	(2)			240,000				3,500	(11)
	Financial Officer
Ronald R. Snyder(1)				2002				167,148				—				4,200	(2)			266,667				90	(13)
	President, Flextronics			2001				358,057				560,613				7,700	(2)			284,000				45	(13)
	Design Services			2000				—				—				—				—				—

---

(1)	Mr. Snyder joined us in April 2001, following our acquisition of the DII Group, Inc.
(2)	Represents a vehicle allowance.
(3)	Represents a vehicle allowance of $3,868 and forgiveness of a promissory note due to one of our subsidiaries of $200,000 and forgiveness of interest payment of $26,517 on the promissory note.
(4)	Represents a vehicle allowance of $ 8,667 and forgiveness of interest payment of $19,805 on a promissory note due to one of our subsidiaries.
(5)	Represents a vehicle allowance of $10,166 and an apartment allowance of $7,270.
(6)	Represents our contributions to the 401(k) plan of $2,574 and life insurance premium payments of $2,539.
(7)	Represents our contributions to the 401(k) plan of $4,750 and life insurance premium payments of $3,877.
(8)	Represents our contributions to the 401(k) plan of $4,750 and life insurance premium payments of $3,600.
(9)	Represents our contributions to a pension retirement fund.

(10)	Represents our contributions to the 401(k) plan of $2,574 and life insurance premium payments of $65.

5

---

(11)	Represents our contributions to the 401(k) plan.
(12)	Represents our contributions to the 401(k) plan of $1,109, life insurance premium payments of $138 and spousal health insurance premium payments of $2,294.
(13)	Represents life insurance premium payments.

Option Grants in Fiscal 2002

     The following table presents information regarding option grants during fiscal 2002 to our Chief Executive Officer and each of our four other most highly compensated executive officers. All options were granted pursuant to our 1993 Share Option Plan.

The options shown in the table were granted at fair market value and are incentive stock options (to the extent permitted under the Internal Revenue Code). Options granted after October 1, 2000 generally expire ten years from the date of grant, subject to earlier termination upon termination of the optionee’s employment. The options granted to Mr. Nilsson will expire four years from the date of grant.

Options granted in September 2001 were awarded in lieu of part of the optionee’s annual salary and bonus compensation for fiscal years 2002 and 2003. These options become exercisable over a one-year period, with  1/12 of the shares vesting for each full calendar month that the optionee renders services to us thereafter. Options granted in October 2001 become exercisable over a four-year period, with 25% of the shares vesting on the first anniversary of the date of grant and  1/36 of the remaining shares vesting for each full calendar month that the optionee renders services to us thereafter. See “Change in Control Arrangements” below for a description of the acceleration provisions of these options. The exercise price of each option may be paid in cash or through a cashless exercise procedure involving a same-day sale of the purchase shares. We granted options to purchase an aggregate of 8,979,567 ordinary shares to our employees during fiscal 2002.

     In accordance with the rules of the Securities and Exchange Commission, the table presents the potential realizable values that would exist for the options at the end of their four- or ten-year terms, as the case may be. These values are based on assumed rates of annual compound stock price appreciation of 5% and 10% from the date the option was granted to the end of the option term. Potential realizable values are based on assumed annual rates of return mandated by rules of the Securities and Exchange Commission and do not represent our estimate or projection of future ordinary share prices. The closing sale price per ordinary share as reported on the Nasdaq National Market on March 28, 2002, the last trading day of fiscal 2002, was $18.25.

6

---

		Individual Grants
																		Potential Realizable Value
		Number of				Percent of												at Assumed Annual Rates of
		Securities				Total Options												Stock Price Appreciation
		Underlying				Granted to				Exercise								for Option Term
		Options				Employees in				Price Per				Expiration
Name		Granted				Fiscal 2002				Share				Date				5%				10%
Michael E. Marks			200,000				2.2	%		$	13.98				09/21/2011			$	1,758,389			$	4,456,104
			400,000				4.5				15.90				10/01/2011				3,999,770				10,136,202
Ronny Nilsson			33,333				0.4				13.98				09/21/2005				100,425				216,268
			125,000				1.4				15.90				10/01/2005				428,319				922,399
Michael McNamara			150,000				1.7				13.98				09/21/2011				1,318,792				3,342,078
			250,000				2.8				15.90				10/01/2011				2,499,856				6,335,126
Robert R.B. Dykes			141,667				1.6				13.98				09/21/2011				1,245,529				3,156,414
			175,000				2.0				15.90				10/01/2011				1,749,899				4,434,588
Ronald R. Snyder			116,667				1.3				13.98				09/21/2011				1,025,730				2,599,401
			150,000				1.7				15.90				10/01/2011				1,499,914				3,801,076

Aggregated Option Exercises in Fiscal 2002

     The following table presents information concerning the exercise of options during fiscal 2002 by our Chief Executive Officer and each of our four other most highly compensated executive officers. The amounts set forth in the column entitled “Value Realized” represent the fair market value of the ordinary shares underlying the option on the date of exercise less the aggregate exercise price of the option.

In addition, the table includes the number of shares covered by both exercisable and unexercisable stock options as of March 31, 2002. Also reported are values of “in-the-money” options that represent the positive spread between the respective exercise prices of outstanding stock options and $18.25 per share, which was the closing price per ordinary share as reported on the Nasdaq National Market on March 28, 2002, the last day of trading for fiscal 2002. These values, unlike the amounts set forth in the column entitled “Value Realized,” have not been, and may never be, realized.

										Number of Securities
										Underlying Unexercised								Value of Unexercised
		Number of								Options at								In-the-money Options at
		Shares								March 31, 2002								March 31, 2002
		Acquired
Name		on Exercise				Value Realized				Vested				Unvested				Vested				Unvested
Michael E. Marks			3,320,206			$	65,654,794				1,058,329				1,891,671			$	13,611,379			$	21,976,121
Ronny Nilsson			510,000				11,653,380				531,666				16,667				6,052,905				304,173
Michael McNamara			2,664				50,779				2,537,927				1,186,503				42,895,293				14,125,555
Robert R.B. Dykes			130,000				3,292,432				1,416,832				676,669				23,575,934				7,330,459
Ronald R. Snyder			—				—				553,330				427,085				8,615,460				3,802,114

Change in Control Arrangements

     In August 2001, the Compensation Committee of our Board of Directors approved the amendment of the outstanding options that we have granted to our executive officers to provide that if the executive officer is terminated without cause or leaves for good reason within the first 12 months following a change in control

7

---

Compensation Committee Interlocks and Insider Participation

     The members of the Compensation Committee of our Board of Directors during fiscal 2002year 2004 were Mr. Sharp and Mr. Moritz. None of our executive officers serve on our Compensation Committee. No interlocking relationships exist between our Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 which might incorporate this proxy statement by reference to future filings under those statutes, the following Compensation Committee Report on Executive Compensation will not be incorporated by reference into any of those previous filings; nor will such report be incorporated by reference into any future filings made by us under those statutes.

     The Compensation Committee of the Board of Directors sets the base salaries and approves individual bonus programs for our executive officers and authorizes option grants to our executive officers. The Compensation Committee has complete discretion in establishing the terms of option grants to executive officers.

     Each member of the Compensation Committee is a non-employee director within the meaning of Section 16 of the Securities Exchange Act of 1934 and an outside director within the meaning of Section 162(m) of the Internal Revenue Code. The current members of the Compensation Committee are Mr. Sharp and Mr. Moritz. The following is a summary of the policies that affect the compensation paid to executive officers, as reflected in the tables and text presented elsewhere in this proxy statement.

General Compensation Policy. Our overall policy is to offer our executive officers cash-based and equity-based compensation opportunities based upon their personal performance, our financial performance and their contribution to that performance. One of our primary objectives is to have a significant portion of each officer’s compensation contingent upon our performance as well as upon his or her own level of performance. The principal factors taken into account in establishing each executive officer’s compensation package are summarized below. Additional factors may be taken into account to a lesser degree, and the relative weight given to each factor varies with each individual at the discretion of the Compensation Committee. The Compensation Committee may, at its discretion, apply entirely different factors, such as different measures of financial performance, for future fiscal years.

Cash-Based Compensation. We set base salary for executive officers on the basis of personal performance and internal and industry comparability considerations. Bonuses are generally paid at the discretion of the Compensation Committee. In determining the amount of the bonus to be paid to each executive officer, including the Chief Executive Officer, we first establish a percentage of the officer’s base salary as a target bonus. The amount of the actual bonus paid to the officer can be greater or less than this percentage, and

8

---

Long-Term Equity-Based Compensation. The Compensation Committee grants stock options, which are designed to align the interests of our executive officers with those of the shareholders and provide each individual with a significant incentive to manage our company from the perspective of an owner, with an equity stake in the business. Each grant generally allows the officer to acquire our ordinary shares at a fixed price per share (the market price on the grant date) over a period of up to ten years, thus providing a return to the officer only if he or she remains in our employ and the market price of the shares appreciates over the option term. The size of the option grant to each executive officer generally is set at a level that is intended to create a meaningful opportunity for share ownership based upon the individual’s current position with us, but there is also taken into account the individual’s potential for future responsibility and promotion over the option term, the individual’s personal performance in recent periods and the number of options held by the individual at the time of grant. The relative weight given to these factors varies with each individual at the sole discretion of the Compensation Committee.

Chief Executive Officer Compensation. Mr. Marks’ base salary is based on our expectation of his personal performance and comparisons to the base salaries of our other executive officers and in the industry.

With respect to Mr. Marks’ base salary, it is our intent to provide him with a level of stability and certainty each year and not have this particular component of compensation affected to any significant degree by short-term company performance factors. In September 2001, the Compensation Committee granted Mr. Marks options to purchase 200,000 ordinary shares at an exercise price of $13.98 per share in lieu of part of his annual base salary for fiscal years 2002 and 2003. As a result, Mr. Marks’ base salary was reduced from $600,000 in fiscal 2001 to $266,528 in fiscal 2002. In October 2001, the Compensation Committee granted Mr. Marks options to purchase 400,000 ordinary shares at an exercise price of $15.90 per share. The Compensation Committee based its decision regarding the size of the option grants to Mr. Marks on an analysis of option grants to Chief Executive Officers in the industry with similar responsibilities. As with our other executive officers, we also provided for the acceleration of all his unvested options in the event that, following certain mergers or acquisitions by us, Mr. Marks’ employment with us is terminated or his duties are substantially reduced or changed.

Deduction Limit for Executive Compensation. Section 162(m) of the Internal Revenue Code limits federal income tax deductions for compensation paid to the chief executive officer and the four other most highly compensated officers of a public company to $1.0 million per year, but contains an exception for performance-based compensation that satisfies certain conditions.

9

---

     We believe that stock options granted to our executive officers qualify for the performance-based exception to the deduction limit and because it is unlikely that other compensation payable to any of our executive officers would exceed the deduction limit in the near future, the Compensation Committee has not yet qualified compensation other than options for the performance-based exception. In approving the amount and form of compensation for our executive officers, the Compensation Committee will continue to consider all elements of cost to us of providing that compensation.

	Submitted by the Compensation Committee
	of the Board of Directors:
	Richard L. Sharp
	Michael J. Moritz

10

---

STOCK PRICE PERFORMANCE GRAPH

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 which might incorporate this proxy statement by reference to future filings under those statutes, the following performance graph will not be incorporated by reference into any of those previous filings; nor will such performance graph be incorporated by reference into any future filings made by us under those statutes.

     The graph below compares the cumulative total shareholder return on our ordinary shares, the Standard & Poor’s 500 Stock Index and a peer group that includes Benchmark Electronics, Inc., Celestica, Inc., Jabil Circuit, Inc., Sanmina-SCI Corporation and Solectron Corporation. In fiscal 2001, we compared the return with a peer group that consisted of Celestica, Inc., Jabil Circuit, Inc., Sanmina Corporation, SCI Systems, Inc., which was acquired by Sanmina Corporation, and Solectron Corporation.

     The graph assumes that $100 was invested in our ordinary shares, in the Standard & Poor’s 500 Stock Index and in the peer group described above on March 31, 1997 and reflects the annual return through March 31, 2002, assuming dividend reinvestment.

     The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performances of our ordinary shares.

Comparison of Five Year Cumulative Total Return*

		1997				1998				1999				2000				2001				2002
Flextronics International Ltd.		$	100.00			$	217.30			$	513.21			$	1417.62			$	603.77			$	734.59
S&P 500			100.00				148.00				175.32				206.78				161.95				162.35
New Peer Group			100.00				162.63				357.02				694.22				350.42				251.17
Old Peer Group			100.00				162.63				362.55				709.40				357.89				253.00

---

*	$100 invested on 3/31/97 in stock or index-including reinvestment of dividends. Fiscal year ended March 31.

11

---

COMPLIANCE UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16 of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10% of our ordinary shares to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission and the Nasdaq National Market. Such persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that all Section 16(a) filing requirements for the year ended March 31, 2002 were met with the exception of the following: Mr. Goh failed to timely file Form 4 for May 2001; Mr. Goh, Mr. McNamara and Mr. Moritz failed to timely file Forms 4 for August 2001; Mr. Marks failed to timely file a Form 4 for October 2001; Mr. Marks and Mr. Nilsson failed to timely file Forms 4 for November 2001; and Mr. Marks failed to timely file a Form 4 for December 2001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of June 1, 2002 regarding the beneficial ownership of our ordinary shares, by:

	•	each shareholder known to us to be the beneficial owner of more than 5% of our ordinary shares;
	•	each director;
	•	each executive officer named in the Summary Compensation Table; and
	•	all directors and executive officers as a group.

     Information in this table as to our directors and executive officers is based upon information supplied by these individuals. Information in this table as to our 5% shareholders is based solely upon the Schedules 13G filed by these shareholders with the Securities and Exchange Commission. Where information regarding shareholders is based on Schedules 13G, the number of shares owned is as of the date for which information was provided in such schedules.

     Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission that deem shares to be beneficially owned by any person who has voting or investment power with respect to such shares. Ordinary shares subject to options that are currently exercisable or exercisable within 60 days of June 1, 2002 are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all the shares beneficially owned, subject to community property laws where applicable.

12

---

In the table below, percentage ownership is based on 514,711,882 ordinary shares outstanding as of June 1, 2002.

			Shares Beneficially Owned
Name and Address of Beneficial Owner			Number of Shares				Percent
5% Shareholders:
Entities associated with AXA Financial, Inc.(1)				71,873,802				14.0	%
	1290 Avenue of the Americas New York, NY 10104
Janus Capital Corporation(2)				26,091,299				5.1
	100 Fillmore Street Denver, Colorado 80206-4923
Executive Officers and Directors:
Richard L. Sharp(3)				6,067,452				1.2
Goh Thiam Poh Tommie				4,803,114				*
Michael E. Marks(4)				4,464,942				*
Michael McNamara(5)				3,437,863				*
Robert R.B. Dykes(6)				1,772,077				*
Ronald R. Snyder(7)				994,483				*
Ronny Nilsson(8)				857,777				*
Michael J. Moritz(9)				460,932				*
Patrick Foley(10)				173,500				*
Chuen Fah Alain Ahkong(11)				34,175				*
Hirotaka Takeuchi				—				*
All 13 directors and executive officers as a group(12)				23,809,753				4.6	%

---

*	Less than 1%.

(1)	Based on information supplied by AXA Financial, Inc. in an amended Schedule 13G filed with the Securities and Exchange Commission on February 12, 2002.
(2)	Based on information supplied by Janus Capital Corporation in a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2002.
(3)	Includes 1,480,000 shares beneficially owned by Bethany Limited Partnership. Mr. Sharp, the general partner of Bethany Limited Partnership, has voting and investment power over such shares and may be deemed to beneficially own such shares. Mr. Sharp disclaims beneficial ownership of all such shares except to the extent of his proportionate interest therein. Also includes 612,000 shares held by RLS Charitable Remainder Unitrust of which Mr. Sharp is a co-trustee and 77,500 shares subject to options exercisable within 60 days of June 1, 2002 held by Mr. Sharp.
(4)	Includes 48,000 shares held by trusts for Mr. Marks’ minor children. Also includes 1,524,998 shares subject to options exercisable within 60 days of June 1, 2002.
(5)	Includes 351,728 shares acquired upon exercise of options on June 4, 2002. Includes 2,472,701 additional shares subject to options exercisable within 60 days of June 1, 2002.

13

---

(6)	Includes 670,000 shares acquired upon exercise of options on June 4, 2002. Includes 883,222 additional shares subject to options exercisable within 60 days of June 1, 2002 held by Mr. Dykes. Includes shares and options held by partnerships owned and controlled by Mr. Dykes.
(7)	Includes 650,553 shares subject to options exercisable within 60 days of June 1, 2002.
(8)	Includes 522,777 shares subject to options exercisable within 60 days of June 1, 2002.
(9)	Includes 383,432 shares held by the Maximus Trust. Also includes 77,500 shares subject to options exercisable within 60 days of June 1, 2002 held by Mr. Moritz.

(10)	Represents 173,500 shares subject to options exercisable within 60 days of June 1, 2002.
(11)	Represents 34,175 shares subject to options exercisable within 60 days of June 1, 2002.
(12)	Includes 7,013,886 shares subject to options exercisable within 60 days of June 1, 2002.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than compensation agreements and other arrangements, which are described in “Executive Compensation,” and the transactions described below, during fiscal 2002, there was not, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:

	•	in which the amount involved exceeded or will exceed $60,000; and
	•	in which any director, executive officer, holder of more than 5% of our ordinary shares or any member of their immediate family had or will have a direct or indirect material interest.

Loans to Executive Officers

Mr. McNamara.On November 25, 1998, one of our subsidiaries, Flextronics International USA, Inc., which we refer to in this section as Flextronics USA, loaned $130,000 to Mr. McNamara. Mr. McNamara executed a promissory note in favor of Flextronics USA that bears interest at a rate of 7.25% per year and matures on November 25, 2003. The remaining outstanding balance of the loan as of March 31, 2002 was $156,427 (representing $130,000 in principal and $26,427 in accrued interest).

     On October 11, 2000, Flextronics USA loaned $152,236 to Mr. McNamara. This represented the principal and interest then due on a loan previously made to Mr. McNamara on October 22, 1996, which loan was canceled at that time. Mr. McNamara executed a promissory note in favor of Flextronics USA that bears interest compounded quarterly at a rate of 5.96% per year and matures on November 11, 2003. The remaining outstanding balance of the loan as of March 31, 2002 was $165,745 (representing $152,236 in principal and $13,509 in accrued interest).

     On May 3, 2001, Flextronics USA loaned $1,095,977 to Mr. McNamara. This represented the principal and interest then due on a loan previously made to Mr. McNamara on April 14, 1999, which loan was canceled at that time. Mr. McNamara executed a promissory note in favor of Flextronics USA that bears interest compounded quarterly at a rate of 4.19% per year and matures on May 3, 2003. The remaining outstanding balance of the loan as of March 31, 2002 was $1,137,800 (representing $1,095,977 in principal and $41,823 in accrued interest).

     On December 12, 2001, Flextronics USA loaned $6,000,000 to Mr. McNamara. Mr. McNamara executed a promissory note in favor of Flextronics USA that bears interest at a rate of 2.48% per year and

14

---

     On February 11, 2002, Flextronics USA loaned $187,550 to Mr. McNamara. Mr. McNamara executed a promissory note in favor of Flextronics USA that bears interest compounded semi-annually at a rate of 3.53% per year and matures on May 11, 2002. The remaining outstanding balance of the loan as of March 31, 2002 was $188,439 (representing $187,550 in principal and $889 in accrued interest).

     On May 31, 2002, Flextronics USA loaned $1,022,227 to Mr. McNamara. Mr. McNamara executed a Loan and Security Agreement and a promissory note in favor of Flextronics USA that bears interest at a rate of 3.21% and matures on May 31, 2003.

Mr. Nilsson.On January 24, 2000, Flextronics International Ltd. loaned Swedish Kronor 3,200,000 to Mr. Ronny Nilsson. Mr. Nilsson executed a promissory note in favor of Flextronics International Ltd. that bore interest at a rate of 4.50% per year and matured on March 31, 2002. In fiscal 2002, Mr. Nilsson paid the principal in full and accrued interest on the loan of $19,805 was forgiven.

On May 4, 2001, one of our subsidiaries, Flextronics International N.V., loaned $973,610 to Mr. Nilsson. Mr. Nilsson executed a promissory note in favor of Flextronics International N.V. that bears interest compounded quarterly at a rate of 4.19% per year and matures on May 4, 2004. The remaining outstanding balance of the loan as of March 31, 2002 was $1,010,716 (representing $973,610 in principal and $37,106 in accrued interest).

Mr. Dykes.On May 29, 2002, Flextronics USA loaned $1,947,221 to Mr. Robert R.B. Dykes. Mr. Dykes executed a Loan and Security Agreement and a promissory note in favor of Flextronics USA that bears interest at a rate of 5.85% per year and matures on May 29, 2006.

Mr. Smach.On April 3, 2000, Flextronics USA loaned $1,000,000 to Mr. Thomas J. Smach. Mr. Smach executed a Loan and Security Agreement and a promissory note in favor of Flextronics USA that does not bear interest and matures on April 3, 2005. The remaining outstanding balance of the loan as of March 31, 2002 was $1,000,000 in principal.

Other Loans to Executive Officers

     In connection with an investment partnership of our executive officers, Glouple Ventures LLC, one of our subsidiaries, Flextronics International, NV, which we refer to in this section as Flextronics NV, has entered into the following transactions with our executive officers.

	•	in July 2000, Flextronics NV loaned $76,922 to each of Messrs. Dykes, Marks, McNamara, Nilsson, Smach and Snyder, and each executed a promissory note in favor of Flextronics NV that bears interest at a rate of 6.40% and matures on August 15, 2010;
	•	in August 2000, Flextronics NV loaned an aggregate of $51,157 to each of Messrs. Dykes, Marks, McNamara, Nilsson, Smach and Snyder, and each executed promissory notes in favor of Flextronics NV that bear interest at a rate of 6.22% and mature on August 15, 2010;
	•	in November 2000, Flextronics NV loaned an aggregate of $428,286 to each of Messrs. Dykes, Marks, McNamara, Nilsson, Smach and Snyder, and each executed promissory notes in favor of Flextronics NV that bear interest at a rate of 6.09% and mature on August 15, 2010;

15

---

	•	in August 2001, Flextronics NV loaned an aggregate of $71,429 to each of Messrs. Dykes, Marks, McNamara, Nilsson, Smach and Snyder, and each executed a promissory note in favor of Flextronics NV that bears interest at a rate of 5.72% and matures on August 15, 2010;
	•	in November 2001, Flextronics NV loaned an aggregate of $58,298 to each of Messrs. Dykes, Marks, McNamara, Nilsson, Smach and Snyder, and each executed a promissory note in favor of Flextronics NV that bears interest at a rate of 5.05% and matures on August 15, 2010; and
	•	in December 2001, Flextronics NV loaned an aggregate of $7,692 to each of Messrs. Dykes, Marks, McNamara, Nilsson, Smach and Snyder, and each executed a promissory note in favor of Flextronics NV that bears interest at a rate of 5.05% and matures on August 15, 2010.

     As of March 31, 2002, the entire principal amount of these loans from Flextronics NV, together with $313,734 of accrued interest, was outstanding. We do not intend for any further loans to be made by Flextronics NV to our executive officers.

Investment in Softchain

During fiscal 2002, we invested approximately $1.7 million, and Glouple Ventures invested approximately $0.8 million in convertible promissory notes of Softchain, Inc., a private company founded by independent investors and Mr. Dykes to develop advanced supply chain software for sale across the electronics industry. These notes are convertible into preferred stock of Softchain. During fiscal 2002, we also paid approximately $2.0 million for a license from Softchain to use its supply chain software, which is expected to improve Flextronics’ costs. The terms of the investment and license were negotiated for Flextronics by Flextronics personnel with no affiliation with Softchain, and not by Mr. Dykes. Mr. Dykes is also a director of Softchain and held common stock representing approximately 16% of the capital stock of Softchain on a fully-diluted basis. In addition, members of Mr. Dykes’ family hold approximately 1% of the capital stock of Softchain on a fully-diluted basis. The shares of Softchain directly held by Mr. Dykes are being donated to a charitable organization in order to eliminate the potential for, or perception of, an economic conflict of interest.

PROPOSAL NO. 4:3:

TO RECEIVE AND ADOPT OUR AUDITED ACCOUNTS,

     Our Annual Report on Form 10-K for the fiscal year ended March 31, 2002 accompanies this proxy statement. The Annual Report on Form 10-K includes our consolidated financial statements, prepared in conformity with generally accepted accounting principles in the United States, or U.S. GAAP. Our Singapore statutory financial statements, prepared in conformity with the provisions of the Singapore Companies Act, is included in this proxy statement. The U.S. GAAP financial statements and the Singapore statutory financial statements are accompanied by Auditors’ Reports of Arthur Andersen LLP, our independent auditors for the fiscal year ended March 31, 2002. We publish our U.S. GAAP financial statements in U.S. dollars, which is

16

---

The Board recommends a vote FOR the receipt and adoption of

PROPOSAL NO. 5:

APPOINTMENT OF INDEPENDENT AUDITORS AND

     The Board of Directors intends to engage Deloitte & Touche LLP as independent auditors to audit our accounts and records for the fiscal year ending March 31, 2003,2005, and to perform other appropriate services. We expect that a representative from Deloitte & Touche LLP will be present at the 20022004 Annual General Meeting. Such representative will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions. Arthur Andersen LLP will not seek reappointment at

Principal Accountant Fees and Services

Set forth below are the 2002 Annual General Meeting.

     On May 3, 2002,fees paid for the Audit Committeeservices of our Board of Directors determined that it would replace Arthur Andersen LLP as our independent auditors and resolved, subject to shareholder approval, to appoint Deloitte & Touche LLP, asthe member firms of Deloitte Touche Tohmatsu, and their respective affiliates in fiscal 2004 and fiscal 2003 (in millions).

		Fiscal 2004				Fiscal 2003
Audit Fees		$	4.5			$	3.8
Audit-Related Fees			1.0				0.1
Tax Fees			2.0				1.7
All Other Fees			—				—
Total:		$	7.5			$	5.6

Audit Feesconsist of fees billed for professional services rendered by our independent auditors for the audit of our annual financial statements included in our report on Form 10-K, the review of our quarterly financial statements included in our reports on Form 10-Q, the issuance of consents related to the preparation of registration statements, and other services that generally only the independent auditors reasonably can provide in connection with statutory and regulatory filings.

Audit-Related Feesconsist of fees billed for assurance and related services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and not included in

---

Tax Feesconsist of fees billed for professional services rendered by our independent auditors for tax compliance, tax advise, tax consultation and tax planning services.

All Other Feesconsist of billed for professional services rendered by our independent auditors for permissible no-audit services, if any. We did not incur fees under this category during fiscal 2004 and fiscal 2003. For Singapore statutory law purposes,

Audit Committee Pre-Approval Policy

     The audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the appointmentindependent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services. The independent auditors and management are required to periodically report to the audit committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The audit committee may also pre-approve particular services on a case-by-case basis.

     The audit committee has determined that the provision of no-audit services under appropriate circumstances may be compatible with maintaining the independence of Deloitte & Touche LLP, is subject to shareholder approval at the 2002 Annual General Meeting. A notice of nomination of the proposed new auditors,and that all such services provided by Deloitte & Touche LLP given by one of our shareholdersto us in the past were compatible with maintaining such independence. The audit committee is enclosed with this proxy statement, as required by Singapore law.

     The report of Arthur Andersen LLP forsensitive to the fiscal years ended March 31, 2002concern that some non-audit services, and March 31, 2001 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended March 31, 2002 and March 31, 2001related fees, could impair independence and the interim period from April 1, 2002 through May 3, 2002, there were no disagreements between us and Arthur Andersen LLP on any matter of accounting principlescommittee believes it important that independence be maintained. However, the committee also recognizes that in some areas, services that are identified by the relevant regulations as “tax fees” or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved“other fees” are sufficiently related to the satisfaction of Arthur Andersen LLP would have caused it to make reference to the subject matter of the disagreement in connection with its report. No reportable event, as described in Item 304(a)(1)(v) of Regulation S-K, has occurred during our fiscal years ended March 31, 2002 and March 31, 2001 or the interim period from April 1, 2002 through May 3, 2002.

     During the fiscal years ended March 31, 2002 and March 31, 2001 and the interim period from April 1, 2002 through May 3, 2002, we did not consult withaudit work performed by Deloitte & Touche LLP that it would be highly inefficient and unnecessarily expensive to use a separate firm to perform those non-audit services. The audit committee intends to evaluate each such circumstance on (i) eitherits own merits, and to approve the applicationperformance of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that mightnon-audit services where it believes efficiency can be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Deloitte & Touche LLP concluded was an important factor considered by us in reaching a decision as to

17

---

obtained without meaningfully compromising independence.

The Board recommends a vote FOR the

appointment of Deloitte & Touche LLP as independent

auditors for fiscal 2003 in place of Arthur Andersen LLP

year 2005 and authorization for the Board to fix their remuneration.

AUDIT COMMITTEE REPORT

     The Audit Committee assists the Board of Directors in overseeing of Flextronics’ financial accounting and reporting processes and systems of internal controls. The committee also evaluates the performance and independence of Flextronics’ independent auditors. The Audit Committee operates under a written charter. Under the written charter, the Audit Committee consists of at least three directors, a majority of whom are not officers or employees of Flextronics. The current members of the committee are Mr. Ahkong, Mr. Foley and Mr. Moritz. Each is an “independent” director as defined by the rules of the Nasdaq National Market.

     Flextronics’ financial and senior management supervise its systems of internal controls and the financial reporting process. Flextronics’ independent auditors perform an independent audit of Flextronics’ consolidated financial statements in accordance with generally accepted accounting principles in the United States and issue a report on these consolidated financial statements. The Audit Committee monitors these processes.

     The Audit Committee has reviewed Flextronics’ audited consolidated financial statements for the fiscal year ended March 31, 2002 and has met with both the management of Flextronics and its independent auditors to discuss the consolidated financial statements. Flextronics’ management represented to the Audit Committee that its audited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States.

     The Audit Committee also discussed with Flextronics’ independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. The Audit Committee has also received from Flextronics’ independent auditors the written disclosures and letter required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and has discussed with Flextronics’ independent auditors the independence of that firm. The Audit Committee has also considered whether the provision of non-audit services by Flextronics’ independent auditors is compatible with maintaining the independence of the independent auditors.

     Based on the Audit Committee’s discussions with the management of Flextronics and Flextronics’ independent auditors and based on the Audit Committee’s review of Flextronics’ audited consolidated financial statements together with the report of Flextronics’ independent auditors on the consolidated financial statements and the representations of Flextronics’ management with regard to these consolidated financial statements, the Audit Committee recommended to Flextronics’ Board of Directors that the audited consolidated financial statements be included in Flextronics’ Annual Report on Form 10-K for the fiscal year ended March 31, 2002, filed with the Securities and Exchange Commission on May 3, 2002.

     During the fiscal year ended March 31, 2002, the aggregate fees billed by Arthur Andersen LLP, Flextronics’ auditors during fiscal 2002, for professional services were as follows:

	•	Audit Fees. The aggregate fees billed by Arthur Andersen LLP for professional services rendered for the audit of Flextronics’ annual consolidated financial statements for the fiscal year ended March 31,

18

---

		2002 including all statutory audits required for Flextronics’ subsidiaries and for the review of the consolidated financial statements included in Flextronics’ Forms 10-Q for the fiscal year ended March 31, 2002 were approximately $3,600,000;
	•	Financial Information Systems Design and Implementation Fees. There were no fees billed by Arthur Andersen LLP for professional services rendered for financial information systems design and implementation for the fiscal year ended March 31, 2002; and
	•	All Other Fees. The aggregate fees billed by Arthur Andersen LLP for services other than those described above for the fiscal year ended March 31, 2002 totaled approximately $5,900,000, including audit-related fees of $1,600,000 and other fees of $4,300,000. Audit-related fees included benefit plan audits, acquisition-related due diligence, accounting consultation, various attest services under professional standards, assistance with registration statements, comfort letters and consents. Other fees were primarily for tax services performed worldwide.

	Submitted by the Audit Committee
	of the Board of Directors:
	Chuen Fah Alain Ahkong
	Patrick Foley
	Michael J. Moritz

PROPOSAL NO. 6:4:

ORDINARY RESOLUTION TO APPROVE THE INCREASE

IN THE NUMBER OF ORDINARY SHARES AUTHORIZED

FOR ISSUANCE UNDER THE 2001 EQUITY INCENTIVE1997 EMPLOYEE SHARE PURCHASE PLAN

     Our shareholders are being asked to approve an amendment to our 2001 Equity Incentive1997 Employee Share Purchase Plan, which was adopted by the Board of Directors and approved by the shareholders in 2001,1997, and which we refer to as the 2001Share Purchase Plan, to increase the number of our ordinary shares authorized for issuance under the Share Purchase Plan by 1,000,000 ordinary shares, from 4,400,000 ordinary shares to 5,400,000 ordinary shares.

     As of June 30, 2004, there were 707,225 ordinary shares available for issuance under the Share Purchase Plan and if this Proposal No. 4 is approved, 1,707,225 ordinary shares will be available for issuance under the Share Purchase Plan. The Board believes the share increase is necessary for us to continue to have a sufficient reserve of ordinary shares available under the Share Purchase Plan to attract and retain the services of key employees and other qualified personnel essential to our long-term success and to effectively compete for qualified personnel in our markets.

Share Purchase Plan History

Our Board adopted the Share Purchase Plan in September 1997 and our shareholders approved the adoption in October 1997. We have made it our practice to reserve enough shares to satisfy what we believe will be two years of purchases under the Share Purchase Plan and to see annual approval from our shareholders of enough

12

---

shares to maintain that level. Our shareholders approved increases to the number of shares reserved for issuance under the Share Purchase Plan in August 1999, September 2000, August 2002 and September 2003. The purpose of the Share Purchase Plan is to provide that:our employees and employees of our subsidiaries and parent (when designated by our Board as eligible to participate in the Share Purchase Plan) with a convenient means to acquire an equity interest in us through payroll deductions and to provide an incentive for continued employment. We intend that the Share Purchase Plan will qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended.

Ordinary Shares Subject to the Share Purchase Plan

     The ordinary shares subject to issuance under the Share Purchase Plan consist of our authorized but unissued ordinary shares. With approval of this amendment, a total of 5,400,000 ordinary shares will have been reserved for issuance by our Board under the Share Purchase Plan. This number of ordinary shares is subject to proportional adjustment to reflect stock splits, bonus issuances and other similar events (if any) in the future.

Administration

     The Share Purchase Plan will be administered by the Board of Directors or a committee of at least two members of the Board, which we refer to in this section as the Committee. The interpretation or construction by the Committee of any provisions of the Share Purchase Plan will be final and binding on all employees.

Eligibility

     All of our employees and those of any of our subsidiaries and parent (when designated by our Board) are eligible to participate in an Offering Period, as defined below, under the Share Purchase Plan, except (a) employees who are not employed by us or, as the case may be, by a subsidiary or parent, one month from the beginning of such Offering Period; (b) employees who are customarily employed for 20 hours or less per week; (c) employees who are customarily employed for five months or less in a calendar year; (d) employees who own shares or hold options to purchase shares or who, as a result of participation in the Share Purchase Plan, would own shares or hold options to purchase shares, possessing 5% or more of the total combined voting power or value of all classes of our shares or any of our subsidiaries and parent; and (e) individuals who provide services to us as independent contractors who are reclassified as common law employees for any purpose other than federal income and employment tax purposes.

     As of June 30, 2004, approximately 8,100 persons were eligible to participate in the Share Purchase Plan and 3,692,775 shares had been issued pursuant to the Share Purchase Plan.

     Employees participate in the Share Purchase Plan through payroll deductions. An employee sets the rate of such payroll deductions, which may not be less than 2% nor more than 10% of the employee’s compensation, including base salary, commissions, bonuses and shift premiums before any deductions from the employee’s salary pursuant to Sections 125 or 401(k) of the Internal Revenue Code. No employee is permitted to purchase shares under the Share Purchase Plan at a rate which, when aggregated with such employee’s rights to purchase stock under all of our similar purchase plans, exceeds $25,000 in fair market value determined as of the Offering Date for each calendar year. We do not maintain any other similar purchase plan, nor do any of our subsidiaries.

Transferability

     In general, rights under the Share Purchase Plan may not be transferred in any manner other than by will or by the laws of descent and distribution.

Offering Periods

Each offering of ordinary shares under the Share Purchase Plan is for a period of six months, which we refer to as an Offering Period. Offering Periods commence on December 1 and June 1 of each year and end on May 31 and November 30 of the next calendar year, respectively. Each Offering Period consists of one six-month Purchase Period during which payroll deductions of the employees are accumulated under the Share Purchase Plan. The Board of Directors has the power to set the beginning of any Offering Period and to change the date or the duration of Offering Periods or Purchase Periods without shareholder approval, including adopting 24-month Offering Periods consisting of four six-month Purchase Periods, if such change is announced

13

---

at least 15 days before the scheduled beginning of the first Offering Period to be affected. The first day of each Offering Period is the “Offering Date” for such Offering Period and the last business day of each Purchase Period is the “Purchase Date” for such Purchase Period.

     Employees will participate in the Share Purchase Plan during each Offering Period through regular payroll deductions as described above. Employees may elect to participate in any Offering Period by enrolling as provided under the terms of the Share Purchase Plan. Once enrolled, an employee will automatically participate in each succeeding Offering Period unless the employee withdraws from the Offering Period or the Share Purchase Plan is terminated. After the rate of payroll deductions for an Offering Period has been set by an employee, that rate will continue to be effective for the remainder of the Offering Period (and for all subsequent Offering Periods in which the employee is automatically enrolled) unless otherwise changed by the employee. The employee may increase or lower the rate of payroll deductions for any subsequent Offering Period, but may only lower the rate of payroll deductions for an ongoing Offering Period. No more than one change may be made during a single Offering Period.

Purchase Price

     The purchase price of ordinary shares that may be acquired in any Purchase Period under the Share Purchase Plan is 85% of the lesser of: (a) the fair market value of the ordinary shares on the Offering Date; or (b) the fair market value of the ordinary shares on the Purchase Date. In no event may the purchase price be less than the par value of the ordinary shares. The fair market value of our ordinary shares is deemed to be the closing price of our ordinary shares on the NASDAQ National Market on the date of determination as reported in The Wall Street Journal. As of June 30, 2004, the closing price of our ordinary shares on the NASDAQ Stock Market was $15.95 per share.

Purchase of Shares Under the Share Purchase Plan

     The number of whole shares an employee may purchase in any Purchase Period will be determined by dividing the total payroll amount withheld from the employee during the Purchase Period pursuant to the Share Purchase Plan by the purchase price for each share determined as described above, rounded down to the nearest whole number. The purchase will take place automatically on the Purchase Date of such Purchase Period.

Withdrawal

     An employee may withdraw from any Offering Period. Upon withdrawal, the accumulated payroll deductions will be returned to the withdrawn employee, without interest, provided that the withdrawal occurs at least 15 days before the related Purchase Date. If the withdrawal occurs less than 15 days before such Purchase Date, payroll deductions will continue for the remainder of that Purchase Period. No further payroll deductions for the purpose of shares will be made for the succeeding Offering Period unless the employee enrolls in the new Offering Period at least 15 days before the Offering Date.

Amendment and Termination of the Share Purchase Plan

     The Board of Directors may at any time amend, terminate or extend the term of the Share Purchase Plan, except that any such termination cannot affect the terms of subscription rights previously granted under the Share Purchase Plan, nor may any amendment make any change to the terms of subscription rights previously granted which would adversely affect the right of any participant, nor may any amendment be made without shareholder approval if such amendment would:

	(a)•	increase the number of shares that may be issued under the automatic option grant program of the 2001 Plan, individuals who first become non-employee directors will automatically receive options to purchase 25,000 ordinary shares, rather than the 20,000 ordinary shares currently provided for under the 2001 Plan, and eligible continuing directors will automatically annually receive options to purchase 12,500 ordinary shares on the date of each Annual General Meeting, including the 2002 Annual General Meeting, rather than the 6,000 ordinary shares currently provided for under the 2001Share Purchase Plan; and
or
	(b)•	underchange the discretionary option grant programdesignation of the 2001employees, or class of employees, eligible for participation in the Share Purchase Plan.

Term of the Share Purchase Plan

The Share Purchase Plan will continue until the earlier to occur of: (a) termination of the Share Purchase Plan by the Board of Directors; (b) the issuance of all the ordinary shares reserved for issuance under the Share

14

---

Purchase Plan; or (c) September 2007, ten years after the date the Share Purchase Plan was adopted by the Board of Directors.

U.S. Federal Income Tax Information

The following is a general summary as of the date of this proxy statement of the United States federal income tax consequences to us and those of our employees in the United States who participate in the share purchase plan. Federal tax laws may change and the federal, state and local tax consequences for any participating employee will depend upon his or her individual circumstances. Each participating employee has been and is encouraged to seek the advice of a qualified tax adviser regarding the tax consequences of participation in the share purchase plan. The following discussion does not purport to describe state or local income tax consequences in the United States, nor tax consequences for participants in other countries.

     The Share Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.

Tax Treatment for Employees. Employees will not recognize income for federal income tax purposes either upon enrollment in the Share Purchase Plan or upon the purchase of shares. All tax consequences are deferred until an employee sells the shares, disposes of the shares by gift or dies. Payroll deductions, however, remain fully-taxable as ordinary income at the time the deduction is taken, and there is no deferral of the ordinary income assessed on these amounts.

     If ordinary shares are held for more than one year after the date of purchase and more than two years from the beginning of the applicable Offering Period, or if the employee dies while owning the shares, the employee realizes ordinary income on a sale, or a disposition by way of gift or upon death, to the extent of the lesser of: (a) the excess of the fair market value of the shares at the beginning of the Offering Period over the option price; or (b) the actual gain, the amount by which the fair market value of the ordinary shares on the date of sale, gift or death exceeds the purchase price. All additional gain upon the sale of shares is treated as capital gain. If the shares are sold and the sale price is less than the purchase price, there is no ordinary income and the employee has a capital loss for the difference between the sale price and the purchase price.

     If the ordinary shares are sold or are otherwise disposed of including by way of gift, but not death, bequest or inheritance (in any case, a “disqualifying disposition”), within either the one-year or the two-year holding periods described above, the employee realizes ordinary income at the time of sale or other disposition to the extent that the fair market value of the ordinary shares at the date of purchase is greater than the purchase price. This excess will constitute ordinary income, not currently subject to withholding, in the year of the sale or other disposition even if no gain is realized on the sale or if a gratuitous transfer is made. The difference, if any, between the proceeds of sale and the aggregate fair market value of the ordinary shares at the date of purchase is a capital gain or loss. Capital gains may be offset by capital losses, and up to $3,000 of capital losses may be used annually against ordinary income.

Tax Treatment for Flextronics. We will be entitled to a deduction from our income that is taxed by the United States in connection with the disposition of shares acquired under the Share Purchase Plan only to the extent that the employee recognizes ordinary income on a disqualifying disposition of the shares. We will treat any transfer of record ownership of shares as a disposition, unless we are notified to the contrary. In order to enable us to learn of disqualifying dispositions and ascertain the amount of the deductions to which it is entitled, employees will be required to notify us in writing of the date and terms of any disposition of shares purchased under the Share Purchase Plan.

ERISA. The Share Purchase Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974 nor is it qualified under Section 401(a) of the Internal Revenue Code.

History of Share Purchases Under the 1997 Plan

Our chief executive officer and four other most highly compensated executive officers who were serving as executive officers as of March 31, 2004, our current executive officers as a group, our current non-employee directors as a group and our current employees (excluding executive officers and directors) as a group exercised

15

---

purchase rights to purchase shares under the 1997 Plan, over the life of the plan, through June 30, 2004, as follows:

			Number of Securities
Name and Position			Purchased
Michael E. Marks
	Chief Executive Officer			5,722
Michael McNamara
	Chief Operating Officer			10,126
Ronny Nilsson
	President, Flextronics Network Services			—
Robert R.B. Dykes
	President, Systems Group and Chief Financial Officer			12,626
Ash Bhardwaj
	President, Design Services and ODM Products Group			—
All current executive officers as a group (6 persons)				28,474
All current non-employee directors as a group (5 persons)				—
All current employees, including officers who are not executive officers, as a group				3,664,301

The Board recommends a vote FOR the approval

of the increase in the number of ordinary shares authorized

for issuance under the 1997 Employee Share Purchase Plan.

PROPOSALS NO. 5 AND 6:

ORDINARY RESOLUTIONS TO APPROVE THE INCREASE IN THE NUMBER

OF ORDINARY SHARES AUTHORIZED FOR ISSUANCE UNDER THE

2001 EQUITY INCENTIVE PLAN AND TO AMEND AND RESTATE

THE 2001 EQUITY INCENTIVE PLAN TO ALLOW FOR THE ISSUANCE

OF STOCK BONUSES

Our shareholders are being asked to approve amendments to our 2001 Equity Incentive Plan, which we refer to below as the 2001 Plan. The principal features of the 2001 Plan are summarized below. However, this summary is not a complete description of all of the provisions of the 2001 Plan, which is attached to this proxy statement asAnnex A. The amendments to the 2001 Plan provide that:

	(a)	The share reserve will be eligible to receive options to purchase upincrease by 20,000,000 ordinary shares to an aggregate of 100,00027,000,000 ordinary shares per calendar year, rather than the 50,000from an aggregate of 7,000,000 ordinary shares currently provided forshares; and

     (b)     Approve the addition of contingent stock bonuses as a type of award under the 2001 Plan.

     The Board believes these amendments are necessary for us to continue to attract and retain the services of qualified non-employee directors. well-qualified employees (including officers) and directors given the highly competitive global market for the talents of these individuals.

As of June 1, 2002,30, 2004, there were 6,096,7872,941,196 ordinary shares available for issuance under the 2001 Plan and if Proposal No. 5 is approved, 22,941,196 ordinary shares will be available for issuance under the 2001 Plan.

19 The Board believes the share increase is necessary for us to continue to have a sufficient reserve of ordinary shares available under the 2001 Plan to attract and retain the services of employees, officers and directors essential to our long-term success and to effectively compete for qualified personnel in our markets.

16

---

2001 Plan — Voting Power Dilution (VPD)

Many shareholders evaluate increases in stock compensation plans by an evaluation of VPD. VPD assesses the relative reduction in voting power as outstanding options are exercised and existing shareholders’ proportional ownership is diluted. VPD is measured based on the following formula:

A + B + C

A + B + C + D

	Where:	A = shares reserved for a new plan or plan amendment B = shares available for issuance under existing plans C = shares underlying options granted but not yet exercised under all existing plans D = shares outstanding, plus share equivalents under convertible debt

     As of June 30, 2004, the Company had 531,002,666 ordinary shares issued and outstanding and 19,047,617 ordinary shares subject to issuance upon conversion of its outstanding junior subordinated notes. The Company also had 54,454,466 ordinary shares underlying options granted but not yet exercised, and 5,474,299 ordinary shares available for issuance under all the existing option plans.

     The proposed increase of 20,000,000 shares to the existing 2001 Plan will result in a VPD of 12.7% as of June 30, 2004.

2001 Plan History

     The Board of Directors adopted the 2001 Plan in August 2001 and our shareholders approved our Board’s adoption of the adoption2001 Plan in September 2001.2001 with an initial reserve of 7,000,000 ordinary shares. In addition to the ordinary shares reserved by the Board, subject to the terms of the 2001 Plan, the remaining ordinary shares that were available for issuance under our 1993 Share Option Plan and any ordinary shares that were issuable upon exercise of options granted under our 1993 Share Option Plan that expired or became unexercisable for any reason without having been exercised in full, became available for grant under the 2001 Plan. On June 29, 2004, our Board approved the above amendments to the 2001 Plan.

Ordinary Shares Subject to the 2001 Plan

     The ordinary shares subject to issuance under the 2001 Plan consist of our authorized, but unissued, ordinary shares. A total of 7,000,000 ordinary shares have been reserved for issuance by the Board over the ten-year term of the 2001 Plan plus ordinary shares that are subject to issuance upon exercise of options granted under the 2001 Plan but that cease to be subject to such option for any reason other than exercise or surrender of such option.Board. In addition to the ordinary shares reserved by the Board, subject to the terms of the 2001 Plan, the remaining ordinary shares that were available for issuance under our 1993 Share Option Plan and any ordinary shares issuable upon exercise of options granted under our 1993 Share Option Plan that expire or become unexercisable for any reason without having been exercised in full will be available for grant under the 2001 Plan.

     In no event may any one participant in the 2001 Plan be granted options to purchase more than 4,000,000 As of June 30, 2004, there were 14,974,998 ordinary shares in the aggregate per calendar yearstill subject to outstanding options granted under our 1993 Share Option Plan and there were 2,941,196 ordinary shares available for issuance under the 2001 Plan.

     In the event any change is made to our outstanding ordinary shares by reason of any recapitalization, bonus issue, stock split, combination of shares, exchange of shares or other changes affecting the outstanding shares as a class without our receipt of consideration, appropriate adjustments will be made to the maximum number and/or class of securities issuable under the 2001 Plan, the maximum number and/or class of securities for which any participant may be granted optionsawards over the term of the 2001 Plan and the number and/or class of securities and price per share in effect under each outstanding option,award, and the class of securities for which automatic option grants are to be subsequently made to newly electednewly-elected or continuing non-employee directors.

Administration

     The 2001 Plan contains two separate equity incentive programs, includingprograms: a discretionary option grantstock option/stock bonus program, and an automatic stock option grant program. The discretionary option grant program is administered by the Compensation Committee with respect to executive officers and directors and by the Chairman of our Board, Mr. Marks,Richard L. Sharp, with respect to all other employees. The Compensation Committee and the Chairman of the Board are referred to in this section as the Plan Administrator. The Plan Administrator has complete discretion, subject to the provisions of the 2001 Plan, to authorize option grants and awards of stock bonuses under the 2001 Plan. However, all grants under the automatic option grant program must be made in strict

17

---

compliance with the provisions of that program, and no administrative discretion can be exercised by the Plan Administrator with respect to the grants made under that program.automatic grants.

Eligibility

     Our executive officers, members of our Board of Directors, and all of our employees and those of our subsidiaries and parentsparent are eligible to participate in the discretionary option grant program. Non-employee directors are also eligible to participate in the automatic option grant program. Non-employee directors may not participate in the automatic option grant program if such participation is prohibited or restricted, either absolutely or subject to various securities requirements, whether legal or administrative, then being complied with in the jurisdiction in which such director is a resident. Non-employee directors are eligible to receive options to purchase an aggregate of 50,000100,000 ordinary shares per calendar year. If this Proposal No. 6 is

20

---

approved by our shareholders, non-employee directors wouldIn no event may any one participant in the 2001 Plan be eligible to receivegranted options to purchase an aggregate of 100,000more than 4,000,000 ordinary shares in the aggregate per calendar year.

year under the 2001 Plan.

     As of June 1, 2002 approximately 630, 2004, six executive officers, 6five directors and approximately 18,50018,800 employees were eligible to participate in the 2001 Plan, and 5five non-employee directors were eligible to participate in the automatic option grant program.

Transferability

     In general, awards granted under the 2001 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution. Awards may be transferred to family members through a gift or domestic relations order. Subject to applicable laws, certain optionees who reside outside of the United States and Singapore may assign their award to a financial institution located outside of the United States and Singapore.

Equity Incentive Programs

	Discretionary Option Grant Program

Discretionary Stock Option/Stock Bonus Program

     Options may be granted under the discretionary option grant program at an exercise price per share not less than 100% of the fair market value per ordinary share on the option grant date. Each option granted under this program are generally is exercisable as determined by the Compensation Committee. Options will not be exercisable more than ten years after the date of grant, and options granted to non-employees will not be exercisable more than five years after the date of grant.

     Options granted under the 2001 Plan generally may be exercised as to vested shares for a period of time after the termination of the option holder’s service to us or a parent or subsidiary. Generally, the Plan Administrator has complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability or vesting of such options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.

Singapore law prevents us from granting restricted stock. As a result, we are proposing to expand our compensation program by granting stock bonuses. Stock bonuses may be granted under the discretionary program contingent upon satisfaction of conditions determined by the Compensation Committee and communicated to the potential recipient in advance. As the conditions to grant must be met in advance, when a stock bonus is granted, the shares issued will not be subject to vesting and no additional payment will be required (satisfaction of the condition being viewed as a form of payment). The condition(s) to grant a stock bonus could be a single requirement such as remaining in our service for a period of time, or many requirements, such as meeting individual or company-wide performance goals. Automatic Option Grant Program

     Under the automatic option grant program, each individual who firstinitially becomes a non-employee director, will automatically be granted at that time stock options to purchase 20,00025,000 ordinary shares. In addition, on the date of each Annual General Meeting, individuals who first become non-employee directors on that date automatically will be granted options to purchase 20,00025,000 ordinary shares, and continuing non-employee directors automatically will be granted options to purchase 6,000 ordinary shares. If this Proposal No. 6 is approved by our shareholders, following the effective date of the amendment to the 2001 Plan, the individuals who first become non-employee directors will automatically receive options to subscribe for 25,000 ordinary shares and eligible continuing directors will automatically annually receive options to subscribe for 12,500 ordinary shares.

18

---

     Each option granted under this program must have an exercise price per share equal to 100% of the fair market value per ordinary share on the grant date and a maximum term of five years. Each option becomes exercisable as to 25% of the total shares one year after the date of grant and as to 1/48 of the total shares each month thereafter.

     Each automatic option grant will automatically accelerate upon an acquisition of us by merger or asset sale or a hostile change in control of us. In addition, upon the successful completion of a hostile take-over,

21

---

each automatic option grant which has been outstanding for at least six months may be surrendered to us for a cash distribution per surrendered option share in an amount equal to the excess of (a) the take-over price per share over (b) the exercise price payable for such share.

Valuation

     The fair market value per ordinary share on any relevant date under the 2001 Plan is the closing sales price per share on that date on the NasdaqNASDAQ National Market. As of June 14, 2002,30, 2004, the closing price of our ordinary shares on the Nasdaq National Market was $9.54$15.95 per share.

Acceleration

     Except for grants made under the automatic option grant program described above, in the event of a dissolution or liquidation or if we are acquired by merger or asset sale, each outstanding option under the discretionary option grant program shall automatically accelerate so that each such option or stock bonus award shall, immediately prior to the effective date of such transaction, become fully exercisablevested with respect to the total number of shares then subject to such option and may be exercised for all or any portion of such shares. However, subject to the specific terms of an optionee’sa given option, agreement, an outstanding option under the 2001 Planvesting shall not so accelerate if, and to the extent, such option is either to be assumed or replaced with a comparable option to purchaseright covering shares of the capital stock of the successor corporation or parent thereof, such optionor is to be replaced with a cash incentive program of the successor corporation which preserves the option spreadinherent value existing at the time of such transaction or the acceleration of vesting of such option is subject to other limitations imposed by the Plan Administrator at the time of the optionits grant.

     The acceleration of vesting in the event of a change in the ownership or control of us may be seen as an anti-takeover provision and may have the effect of discouraging a merger proposal, a takeover attempt or other efforts to gain control of us.

Payment for OptionsShares

     Option holdersThe consideration for shares to be issued under the 2001 Plan may pay the exercise price of vested, outstanding optionsbe paid in cash, by executing a same-day sale, by cancellation of indebtedness, by conversion of a convertible note issued by us or through waiver of compensation.compensation due.

Amendment and TerminationOF ORDINARY SHARES AUTHORIZED FOR ISSUANCE UNDER THE

employees, officers and other qualified personneldirectors essential to our long-term success and to effectively compete for qualified personnel in our markets.

---

Share Purchase2001 Plan — Voting Power Dilution (VPD)

Many shareholders evaluate increases in stock compensation plans by an evaluation of VPD. VPD assesses the relative reduction in voting power as outstanding options are exercised and existing shareholders’ proportional ownership is diluted. VPD is measured based on the following formula:

A + B + C

A + B + C + D

	Where:	A = shares reserved for a new plan or plan amendment B = shares available for issuance under existing plans C = shares underlying options granted but not yet exercised under all existing plans D = shares outstanding, plus share equivalents under convertible debt

     As of June 30, 2004, the Company had 531,002,666 ordinary shares issued and outstanding and 19,047,617 ordinary shares subject to issuance upon conversion of its outstanding junior subordinated notes. The Company also had 54,454,466 ordinary shares underlying options granted but not yet exercised, and 5,474,299 ordinary shares available for issuance under all the existing option plans.

     The proposed increase of 20,000,000 shares to the existing 2001 Plan will result in a VPD of 12.7% as of June 30, 2004.

2001 Plan History

     The Board of Directors adopted the Share Purchase2001 Plan in September 1997August 2001 and our shareholders approved our Board’s adoption of the adoption2001 Plan in October 1997. Our shareholdersSeptember 2001 with an initial reserve of 7,000,000 ordinary shares. In addition to the ordinary shares reserved by the Board, subject to the terms of the 2001 Plan, the remaining ordinary shares that were available for issuance under our 1993 Share Option Plan and any ordinary shares that were issuable upon exercise of options granted under our 1993 Share Option Plan that expired or became unexercisable for any reason without having been exercised in full, became available for grant under the 2001 Plan. On June 29, 2004, our Board approved the above amendments to the Share Purchase Plan in August 1999 and September 2000. The purpose of the Share Purchase Plan is to provide our employees and employees of our subsidiaries and parents as designated by the Board of Directors as eligible to participate in the Share Purchase Plan with a convenient means to acquire an equity interest in us through payroll deductions and to provide an incentive for continued employment. We intend that the Share Purchase Plan will qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended.2001 Plan.

Ordinary Shares Subject to the Share Purchase2001 Plan

     The ordinary shares subject to issuance under the Share Purchase2001 Plan consist of our authorized, but unissued, ordinary shares. A total of 2,400,0007,000,000 ordinary shares hashave been reserved for issuance by the Board. In addition to the ordinary shares reserved by the Board, subject to the terms of the 2001 Plan, any ordinary shares issuable upon exercise of options granted under our 1993 Share Option Plan that expire or become unexercisable for any reason without having been exercised in full will be available for grant under the Share Purchase2001 Plan. This numberAs of June 30, 2004, there were 14,974,998 ordinary shares isstill subject to proportional adjustmentoutstanding options granted under our 1993 Share Option Plan and there were 2,941,196 ordinary shares available for issuance under the 2001 Plan.

     In the event any change is made to reflectour outstanding ordinary shares by reason of any recapitalization, bonus issue, stock splits, bonus issuessplit, combination of shares, exchange of shares or other changes affecting the outstanding shares as a class without our receipt of consideration, appropriate adjustments will be made to the maximum number and/or class of securities issuable under the 2001 Plan, the maximum number and/or class of securities for which any participant may be granted awards over the term of the 2001 Plan and other similar events.the number and/or class of securities and price per share in effect under each outstanding award, and the class of securities for which automatic option grants are to be subsequently made to newly-elected or continuing non-employee directors.

Administration

     The Share Purchase2001 Plan will becontains two separate equity incentive programs: a discretionary stock option/stock bonus program, and an automatic stock option grant program. The discretionary program is administered by the Compensation Committee with respect to executive officers and directors and by the Chairman of our Board, of Directors or a committee of at least two membersMr. Richard L. Sharp, with respect to all other employees. The Compensation Committee and the Chairman of the Board which we referare referred to in this section as the Committee.Plan Administrator. The interpretation or construction byPlan Administrator has complete discretion, subject to the Committee of any provisions of the Share Purchase2001 Plan, willto authorize option grants and awards of stock bonuses under the 2001 Plan. However, all grants under the automatic option grant program must be finalmade in strict

---

Eligibility

     AllOur executive officers, members of our Board of Directors, and all of our employees and those of any of our subsidiaries and parent are eligible to participate in an Offering Period, as defined below, under the Share Purchase Plan, except (a) employees whodiscretionary program. Non-employee directors are also eligible to participate in the automatic option grant program. Non-employee directors may not employed by usparticipate in the automatic option grant program if such participation is prohibited or asrestricted, either absolutely or subject to various securities requirements, whether legal or administrative, then being complied with in the case may be, byjurisdiction in which such director is a subsidiary or parent, one month before the beginning of such Offering Period; (b) employees whoresident. Non-employee directors are customarily employed for 20 hours or less per week; (c) employees who are customarily employed for five months or less in a calendar year; (d) employees who own shares or holdeligible to receive options to purchase an aggregate of 100,000 ordinary shares or who, as a result of participationper calendar year. In no event may any one participant in the Share Purchase2001 Plan would own shares or holdbe granted options to purchase more than 4,000,000 ordinary shares possessing 5% or more ofin the total combined voting power or value of all classes of our shares or any of our subsidiaries and parent; and (e) individuals who provide services to us as independent contractors who are reclassified as common law employees for any purpose other than federal income and employment tax purposes.aggregate per calendar year under the 2001 Plan.

     As of June 1, 2002,30, 2004, six executive officers, five directors and approximately 2,077 persons18,800 employees were eligible to participate in the Share Purchase2001 Plan, and 2,209,898 shares had been issued pursuantfive non-employee directors were eligible to the Share Purchase Plan.

     Employees participate in the Share Purchase Plan through payroll deductions. An employee sets the rate of such payroll deductions, which may not be less than 2% nor more than 10% of the employee’s compensation, including base salary, commissions, bonuses and shift premiums before any deductions from the employee’s salary pursuant to Sections 125 or 401(k) of the Internal Revenue Code. No employee is permitted to purchase shares under the Share Purchase Plan at a rate which, when aggregated with such

25

---

automatic option grant program.

Transferability

     In general, rightsawards granted under the Share Purchase2001 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution. Awards may be transferred to family members through a gift or domestic relations order. Subject to applicable laws, certain optionees who reside outside of the United States and Singapore may assign their award to a financial institution located outside of the United States and Singapore.

Offering PeriodsEquity Incentive Programs

Discretionary Stock Option/Stock Bonus Program

     Each offering of ordinary sharesOptions may be granted under the Share Purchasediscretionary program at an exercise price per share not less than 100% of the fair market value per ordinary share on the option grant date. Each option granted under this program generally is exercisable as determined by the Compensation Committee. Options will not be exercisable more than ten years after the date of grant, and options granted to non-employees will not be exercisable more than five years after the date of grant.

     Options granted under the 2001 Plan isgenerally may be exercised as to vested shares for a period of six months,time after the termination of the option holder’s service to us or a parent or subsidiary. Generally, the Plan Administrator has complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability or vesting of such options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.

     Singapore law prevents us from granting restricted stock. As a result, we referare proposing to expand our compensation program by granting stock bonuses. Stock bonuses may be granted under the discretionary program contingent upon satisfaction of conditions determined by the Compensation Committee and communicated to the potential recipient in advance. As the conditions to grant must be met in advance, when a stock bonus is granted, the shares issued will not be subject to vesting and no additional payment will be required (satisfaction of the condition being viewed as an Offering Period. Offering Periods are planneda form of payment). The condition(s) to commencegrant a stock bonus could be a single requirement such as remaining in our service for a period of time, or many requirements, such as meeting individual or company-wide performance goals.

Automatic Option Grant Program

Under the automatic option grant program, each individual who initially becomes a non-employee director, will automatically be granted at that time stock options to purchase 25,000 ordinary shares. In addition, on December 1 and June 1the date of each year and endAnnual General Meeting, individuals who first become non-employee directors on May 31 and November 30 of each year, respectively. Each Offering Period consists of one six-month Purchase Period during which payroll deductions of the employees are accumulated under the Share Purchase Plan. The Board of Directors has the powerthat date automatically will be granted options to set the beginning of any Offering Period and to change the date or the duration of Offering Periods or Purchase Periods without shareholder approval, including adopting 24-month Offering Periods consisting of four six-month Purchase Periods, if such change is announced at least 15 days before the scheduled beginning of the first Offering Period or Purchase Period to be affected. The first day of each Offering Period is the “Offering Date” for such Offering Period and the last business day of each Purchase Period is the “Purchase Date” for such Purchase Period.

     Employees will participate in the Share Purchase Plan during each Offering Period through regular payroll deductions as described above. Employees may elect to participate in any Offering Period by enrolling as provided under the terms of the Share Purchase Plan. Once enrolled, an employee will automatically participate in each succeeding Offering Period unless the employee withdraws from the Offering Period or the Share Purchase Plan is terminated. After the rate of payroll deductions for an Offering Period has been set by an employee, that rate will continue to be effective for the remainder of the Offering Period (and for all subsequent Offering Periods in which the employee is automatically enrolled) unless otherwise changed by the employee. The employee may increase or lower the rate of payroll deductions for any subsequent Offering Period, but may only lower the rate of payroll deductions for an ongoing Offering Period. No more than one change may be made during a single Offering Period.

Purchase Price

     The purchase price of25,000 ordinary shares, that mayand continuing non-employee directors automatically will be acquired in any Purchase Periodgranted options to purchase 12,500 ordinary shares.

---

     Each option granted under the Share Purchase Plan is 85%this program must have an exercise price per share equal to 100% of the lesser of: (a) the fair market value per ordinary share on the grant date and a maximum term of five years. Each option becomes exercisable as to 25% of the ordinarytotal shares onone year after the Offering Date;date of grant and as to 1/48 of the total shares each month thereafter.

     Each automatic option grant will automatically accelerate upon an acquisition of us by merger or asset sale or a hostile change in control of us. In addition, upon the successful completion of a hostile take-over, each automatic option grant which has been outstanding for at least six months may be surrendered to us for a cash distribution per surrendered option share in an amount equal to the excess of (a) the take-over price per share over (b) the fair market value of the ordinary shares on the Purchase Date. In no event may the purchaseexercise price be less than the par value of the ordinary shares.payable for such share.

Valuation

     The fair market value of ourper ordinary sharesshare on any relevant date under the 2001 Plan is deemed to be the closing sales price of our ordinary sharesper share on that date on the NasdaqNASDAQ National Market on the date of determination as reported in The Wall Street Journal.Market. As of May 31, 2002,June 30, 2004, the closing price of our ordinary shares on the Nasdaq National Market was $13.23$15.95 per share.

PurchaseAcceleration

     Except for grants made under the automatic option grant program described above, in the event of Shares Undera dissolution or liquidation or if we are acquired by merger or asset sale, each outstanding option under the Share Purchasediscretionary program shall automatically accelerate so that each such option or stock bonus award shall, immediately prior to the effective date of such transaction, become fully vested with respect to the total number of shares then subject to such option may be exercised for all or any portion of such shares. However, subject to the specific terms of a given option, vesting shall not so accelerate if, and to the extent, such option is either to be assumed or replaced with a comparable right covering shares of the capital stock of the successor corporation or parent thereof, or is replaced with a cash incentive program of the successor corporation which preserves the inherent value existing at the time of such transaction or the acceleration of vesting of such option is subject to other limitations imposed by the Plan Administrator at the time of its grant.

     The acceleration of vesting in the event of a change in the ownership or control of us may be seen as an anti-takeover provision and may have the effect of discouraging a merger proposal, a takeover attempt or other efforts to gain control of us.

Payment for Shares

     The numberconsideration for shares to be issued under the 2001 Plan may be paid in cash, by executing a same-day sale, by cancellation of whole shares an employee may purchase in any Purchase Period will be determinedindebtedness, by dividing the total payroll amount withheld from the employee during the Purchase Period pursuant to the Share Purchase Planconversion of a convertible note issued by the purchase price for each share determined as described above, rounded down to the

26

---

Withdrawal

     An employee may withdraw from any Offering Period. Upon withdrawal, the accumulated payroll deductions will be returned to the withdrawn employee, without interest, provided that the withdrawal occurs at least 15 days before the related Purchase Date. If the withdrawal occurs less than 15 days before such Purchase Date, payroll deductions will continue for the remainder of that Purchase Period. No further payroll deductions for the purchase of shares will be made for the succeeding Offering Period unless the employee enrolls in the new Offering Period at least 15 days before the Offering Date.compensation due.

Amendment and Termination of the Share Purchase Plan

     The Board of Directors may at any time amend terminate or extendmodify the term of the Share Purchase2001 Plan in any or all respects, except that any such terminationamendment or modification cannot adversely affect the termsrights of subscription rightsany holder of an option previously granted under the Share Purchase2001 Plan norunless such holder consents. The Board may terminate the 2001 Plan at any amendment make any changetime. In addition, the automatic option grant program may not be amended more frequently than once every six months, other than to the termsextent necessary to comply with applicable U.S. income tax laws and regulations. In addition, the Board may not, without the approval of subscription rights previously granted which would adversely affect the right of any participant, nor may any amendment be made without shareholder approval if such amendment would:our shareholders:

	•	amend the 2001 Plan to materially increase the maximum number of ordinary shares issuable under the 2001 Plan, the number of ordinary shares thatfor which options may be issued undergranted to newly-elected or continuing non-employee directors, or the Share Purchasemaximum number of ordinary shares for which any one individual participating in the 2001 Plan may be granted options;
	•	materially modify the eligibility requirements for participation in the 2001 Plan; or
	•	changematerially increase the designation of the employees, or class of employees, eligible for participationbenefits accruing to participants in the Share Purchase2001 Plan.

---

Term of the Share Purchase2001 Plan

     The Share PurchaseUnless terminated earlier, the 2001 Plan will continue until the earlier to occur of: (a) termination of the Share Purchase Plan by the Board of Directors; (b) the issuance of all the ordinary shares reserved for issuance under the Share Purchase Plan; or (c) September 2007,August 2011, ten years after the date the Share Purchase2001 Plan was adopted by the Board of Directors.

U.S. Federal Income Tax InformationConsequences of Option Grants and Stock Bonus Awards

     The following is a general summary as of the date of this proxy statement of the United States Federal Income Tax Consequencesfederal income tax consequences to us and employees participating in the share purchase plan.2001 Plan. Federal tax laws may change and the federal, state and local tax consequences for any participating employee will depend upon his or her individual circumstances. Each participating employee has been and is encouraged to seek the advice of a qualified tax adviser regarding the tax consequences of participation in the share purchase plan.2001 Plan. The following discussion does not purport to describe state or local income tax consequences orin the United States, nor tax consequences for participants in countries other than the United States.countries.

     The Share PurchaseOptions granted under the 2001 Plan is intended to qualify as an “employeemay be either incentive stock purchase plan” withinoptions which satisfy the meaningrequirements of Section 423422 of the Internal Revenue Code.

Tax Treatment for Employees. Employees willCode or non-statutory options which are not recognize income forintended to meet such requirements. The United Stated federal income tax purposes either upon enrollment intreatment for the Share Purchase Plan or upontwo types of options differs as follows:

Incentive Stock Options. No taxable income is recognized by the purchase of shares. All tax consequences are deferred until an employee sellsoptionee at the shares, disposestime of the shares by gift or dies. Payroll deductions, however, remain fullyoption grant, and no taxable as ordinary income is generally recognized at the time the deductionoption is taken, and thereexercised unless the optionee is no deferral ofsubject to the ordinaryalternative minimum tax. The optionee will, however, recognize taxable income accessed on these amounts.

27

---

     If ordinaryin the year in which the purchased shares are sold or otherwise disposed of. For Federal tax purposes, dispositions are divided into either qualifying or disqualifying. A qualifying disposition occurs if the sale or other disposition is made after the optionee has held the shares for more than two years after the option grant date and more than one year after the exercise date. Upon a qualifying disposition, any gain or loss, measured by the difference between the option exercise price and amount realized on the sale of shares, will be treated as capital gain or loss. If either of these two holding periods is not satisfied, then a disqualifying disposition will result. Upon a disqualifying disposition, any gain up to the difference between the option exercise price and the fair market value of the shares on the date of purchase and more than two years fromexercise, or, if less, the beginningamount realized on the sale of shares, will be treated as ordinary income. Any additional gain will be capital gain.

     If the optionee makes a disqualifying disposition of the applicable Offering Period, or ifpurchased shares, then we will be entitled to a deduction from our income taxed by the employee dies while owningUnited States for the shares, the employee realizes ordinary income on a sale, or ataxable year in which such disposition by way of gift or upon death,occurs, equal to the extent of the lesser of: (a) 15%excess of the fair market value of ordinarysuch shares aton the beginningoption exercise date over the exercise price paid for the shares. In no other instance will we be allowed a deduction with respect to the optionee’s disposition of the Offering Period; or (b)purchased shares.

Non-Statutory Options. No taxable income is recognized by an optionee upon the actual gain,grant of a non-statutory option. The optionee will in general recognize ordinary income, in the amount byyear in which the option is exercised, equal to the excess of the fair market value of the ordinarypurchased shares on the exercise date of sale, gift or death exceedsover the purchase price. All additional gain upon the sale of shares is treated as capital gain. Ifexercise price paid for the shares, are sold and we will be entitled to a deduction with respect to, and be required to satisfy the sale price is less thantax withholding requirements applicable to, such income.

Stock Bonuses. Upon issuance of a stock bonus, the purchase price, there is noemployee will have ordinary income andin the employee has a capital loss for the difference between the sale price and the purchase price.

     If the ordinary shares are sold or are otherwise disposedamount of including by way of gift, but not death, bequest or inheritance, (in any case, a “disqualifying disposition”) within either the one-year or the two-year holding periods described above, the employee realizes ordinary income at the time of sale or other disposition, taxable to the extent that the fair market value of the ordinary shares atissued stock on the date of purchase is greater than the purchase price. This excess will constitute ordinary income, not currently subject to withholding, in the yeargrant. Any further gain or loss upon disposition of the salestock will be short- or other disposition even if nolong-term capital gain is realizedor loss, depending on the sale or if a gratuitous transfer is made. The difference, if any, between the proceeds of sale and the aggregate fair market value of the ordinary shares atemployee’s holding period as measured from the date of purchase isgrant. We will generally have a capital gain or loss. Capital gains may be offset by capital losses,withholding obligation, and up to $3,000 of capital losses may be used annually against ordinary income.

Tax Treatment for Flextronics. We will be entitled to a deduction, in connection with the disposition of shares acquired under the Share Purchase Plan only to the extent thatamount the employee recognizes as ordinary income onincome.

New Plan Benefits Under 2001 Plan

     The number of shares to be issued under the 2001 Plan to the individuals and groups listed below and the net values to be realized upon such issuances are discretionary, and therefore, not determinable:

	•	Our chief executive officer;
	•	Each of our four other most highly compensated executive officers;

---

	•	All current executive officers as a group; and
	•	All employees, including all current officers who are not executive officers, as a group.

History of Option Grants Under 2001 Plan

Our chief executive officer and four other most highly compensated executive officers who were serving as executive officers as of March 31, 2004, our current executive officers as a disqualifying dispositiongroup, our current non-employee directors as a group and our current employees (excluding executive officers and directors) as a group were granted options to purchase ordinary shares under the 2001 Plan, over the life of the shares. We will treat any transfer of record ownership of sharesplan, through June 30, 2004, as a disposition, unless we are notified to the contrary. In order to enable us to learn of disqualifying dispositions and ascertain the amount of the deductions to which it is entitled, employees will be required to notify us in writing of the date and terms of any disposition of shares purchased under the Share Purchase Plan.follows:

ERISA. The Share Purchase Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974 nor is it qualified under Section 401(a) of the Internal Revenue Code.

			Number of Securities
			Underlying Options
Name and Position			Granted
Michael E. Marks
	Chief Executive Officer			6,000,000
Michael McNamara
	Chief Operating Officer			400,000
Ronny Nilsson
	President, Flextronics Network Services			—
Robert R.B. Dykes
	President, Systems Group and Chief Financial Officer			1,000,000
Ash Bhardwaj
	President, Design Services and ODM Products Group			—
All current executive officers as a group (6 persons)				7,900,000
All current non-employee directors as a group (5 persons)				267,775
All current employees, including officers who are not executive officers, as a group				4,786,003

The Board recommends a vote FOR the approval

The Board recommends a vote FOR the approval to amend

PROPOSAL NO. 7:

ORDINARY RESOLUTION TO APPROVE THE CONSOLIDATION OF THE

In addition to Proposals 5 and 6 amending the 2001 Plan, we are asking our shareholders to approve the consolidation of the ordinary shares issuable under our 1997 Interim Plan, 1998 Interim Plan, 1999 Interim Plan and stock compensation plans of companies we have acquired, or the assumed plans, into our 2001 Plan. The material features of the 2001 Plan, new plan benefits and tax information are set forth under Proposals 5 and 6 above. The 2001 Plan is attached to this proxy statement asAnnex A.

     Approval of this proposal will have the following effects:

	(a)	2,346,191 ordinary shares will immediately become available for issuance under the 2001 Plan; and

	(b)	The increases to the 2001 Plan will be offset by equivalent decreases in certain of our other stock compensation plans (including assumed plans).

The assumed plans each have separate and distinct provisions on matters such as: eligibility, minimum exercise price and post-termination exercise period. We will not make any further grants under the assumed plans.

---

     As of June 30, 2004, there was an aggregate of 11,120,810 ordinary shares under the stock compensation programs we are consolidating, of which an aggregate of 8,774,619 ordinary shares were subject to already-outstanding options.

The following is a list of each plan with the number of shares available for issuance and/or subject to already-outstanding options as of June 30, 2004:

• 1999 Interim Option Plan			2,416,277
• 1998 Interim Option Plan			219,070
• 1997 Interim Option Plan			534,342
• Assumed Plans			7,951,121

     The ordinary shares subject to already-outstanding options will only become available under the 2001 Plan as the already-outstanding options to which they are currently subject expire or become unexercisable for any reason without having been exercised in full. On June 30, 2004, the closing price for our ordinary shares was $15.95 while the weighted average price of the already-outstanding options was $6.53. Consequently, most of the already-outstanding options are likely to be exercised. Based on our experience to date, we anticipate the ordinary shares subject to the already-outstanding options will become available under the 2001 Plan at an average annual rate of approximately 400,000 ordinary shares.

     Our Board believes the consolidation of the above stock compensation plans into the 2001 Plan will simplify the administration of our stock compensation plans. The consolidation of these plans and assumed options would enhance our ability to use our 2001 Plan for all of our employees. Our Board also believes the amendment will improve our success in continuing to attract and retain the services of well-qualified employees (including officers) and directors, given the highly competitive global market for the talents of these individuals.

The Board recommends a vote FOR the approval

PROPOSAL NO. 8:

ORDINARY RESOLUTION TO AUTHORIZE

     We are incorporated in the Republic of Singapore. Under Singapore law, our Directors may only issue ordinary shares and make or grant offers, agreements or options that might or would require the issue of ordinary shares, with the prior approval of our shareholders. If this proposal is approved, the authorization would be effective from the date of 2004 Annual General Meeting until the earlier of (i) the conclusion of the 2005 Annual General Meeting or (ii) the expiration of the period within which the 2005 Annual General Meeting is required by law to be held. The 2005 Annual General Meeting is required to be held no later than 15 months after the date of the 2004 Annual General Meeting and no later than 6 months after the date of our fiscal year end.

The Board believes that it is advisable and in our best interest for our shareholders to authorize the Directors to issue ordinary shares and to make or grant offers, agreements or options that might or would require the issue of ordinary shares. In the past, the Board has issued shares or made agreements that would require the issue of new ordinary shares in connection with strategic transactions and acquisitions, pursuant to public and private offerings of our ordinary shares as well as instruments convertible into our ordinary shares and in connection with our equity compensation plans. Notwithstanding this general authorization to issue our ordinary shares, we will be required to seek shareholder approval with respect to future issuances of ordinary shares where required under the rules of the Nasdaq National Market, such as where we intend to issue ordinary shares that will result in a change in our control or in connection with a transaction involving the issuance of ordinary shares representing 20% or more of our outstanding ordinary shares. As of the date of the Proxy Statement, we have no plans, agreements or commitments to issue any ordinary shares for which approval of this Proposal No. 8 is required. The Board expects that we will continue to issue shares and grant options in the future under

---

At the 2000 Annual General Meeting, our shareholders approved an increase in our authorized share capital to 1,500,000,000 ordinary shares, par value S$0.01 per share. As of August 5, 2004, 556,111,183 ordinary shares were issued and outstanding. Further, as of that date, we had 54,470,363 ordinary shares reserved for issuance upon exercise of outstanding options and other awards under our equity compensation plans and 4,737,109 ordinary shares available for grant pursuant to options and other awards under our equity compensation plans (which number does not give effect to Proposals No. 4 and 5, which seeks shareholder approval of an increase in 1,000,000 and 20,000,000 ordinary shares available for grant pursuant to our 1997 Employee Share Purchase Plan.Plan and 2001 Equity Incentive Plan, respectively). If this Proposal is approved, our Directors would be authorized to issue, during the period described above, all remaining ordinary shares out of our authorized but unissued ordinary share capital, subject to applicable Singapore laws and the rules of the Nasdaq National Market, although we currently do not intend to so. The issuance of a large number of ordinary shares could be dilutive to existing shareholders or reduce the trading price of our ordinary shares on the Nasdaq National Market.

     We are submitting this Proposal because we are required to do so under Singapore law before we can issue ordinary shares in connection with strategic transactions, public offerings and in connection with our equity compensation plans. We are not submitting this Proposal in response to a threatened takeover. In the event of a hostile attempt to acquire control of us, we could seek to impede the attempt by issuing ordinary shares, which may dilute the voting power of our existing shareholders. This could also have the effect of impeding the efforts of our shareholders to remove an incumbent Director and replace him with a new Director of their choice. These potential effects could limit the opportunity for our shareholders to dispose of their ordinary shares at the premium that may be available in takeover attempts.

     The following agreements, which are not affected by approval of this Proposal, may have anti-takeover effects:

	•	Our Articles of Association permit the Chairman of the Annual General Meeting (provided he is a person entitled to vote at the Annual General Meeting) or any shareholder(s) present representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at that meeting to demand that votes at the Annual General Meeting be decided by a poll (where each one ordinary share is entitled to one vote), rather than by a show of hands (where each shareholder is entitled to one vote, irrespective of the number of shares held by that shareholder).
	•	Our option agreements with each executive officer provide that if the executive officer is terminated without cause or leaves for good reason within the first 12 months following a change in control, the vesting of any unvested portion of the option will be accelerated in full. If the executive officer is still employed upon the first year anniversary of such a change of control, the vesting of any unvested portion of the option will be accelerated in full. Each option includes a limited stock appreciation right pursuant to which the option will automatically be canceled upon the occurrence of certain hostile tender offers, in return for a cash distribution from us based on the tender offer price per share.

     Further, under Singapore law, the Singapore Code on Take-overs and Mergers prescribes that (a) any person who acquires whether by a series of transactions over a period of time or not, shares which carry 30% or more of our voting rights (taken together with shares held or acquired by persons acting in concert with him); or (b) any person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of our voting rights and such person, or any person acting in concert with him, acquires in any period of 6 months additional shares carrying more than 1% of our voting rights, must, extend a mandatory take-over offer immediately for our remaining shares which carry voting rights. We have no current plans or proposals to enter into any arrangement that could have material anti-takeover consequences.

The Board recommends a vote FOR the resolution

28

---

PROPOSALS NO. 9 AND 10:

ORDINARY RESOLUTIONS TO APPROVE ANNUAL DIRECTOR

     Under Singapore law, we may only provide cash compensation to our directors for services rendered in their capacity as directors with the prior approval of our shareholders at a general meeting. We and our Board believe that it is advisable and in our best interest for our shareholders to authorize us to provide each of our non-employee directors annual cash compensation of $37,200 for services rendered as a director. We believe that this authorization will benefit our shareholders by enabling us to attract and retain qualified individuals to serve as members of our board of directors and to continue to provide leadership for our company.

     Our shareholders are being asked to approve an increase in cash compensation to our directors for participation on one or more committees of our board of directors. In connection with recent amendments to SEC and Nasdaq Stock Market rules, our directors have incurred additional committee responsibilities in addition to their existing Board responsibilities. We and our Board believe that it is advisable and in our best interest for our shareholders to authorize us to provide additional compensation of $10,000 annually to reflect the additional commitment that is required of our directors by their membership on the committees. We believe that this authorization will benefit our shareholders by enabling us to attract and retain qualified individuals to serve as members of our board of directors and to continue to provide leadership for our company.

The Board recommends a vote FOR both resolutions

PROPOSAL NO. 11:

ORDINARY RESOLUTION TO APPROVE THE PROPOSED

The Proposed Renewal of the Share Purchase Mandate

     Our purchases or acquisitions of our ordinary shares must be made in accordance with, and in the manner prescribed by, the Companies Act, Cap. 50, the listing rules of the NASDAQ National Market and such other laws and regulations as may for the time being be applicable.

     It is a requirement that a company that wishes to purchase or otherwise acquire its own shares should obtain the approval of its shareholders to do so at a general meeting of its shareholders. At our 2003 Annual General Meeting, our shareholders approved the general and unconditional mandate, which we refer to as the Share Purchase Mandate, for the purchase or acquisition by us of our issued ordinary shares, although we did not purchase any of our issued ordinary shares under the Share Purchase Mandate. We are now seeking the approval of our shareholders at the Annual General Meeting for the renewal of the Share Purchase Mandate. Accordingly, this resolution will be proposed as an Ordinary Resolution pursuant to which the Share Purchase Mandate will be given to the Directors to exercise all our powers to purchase or otherwise acquire our issued ordinary shares on the terms of the Share Purchase Mandate.

     If renewed by shareholders at the Annual General Meeting, the authority conferred by the Share Purchase Mandate will, unless varied or revoked by our shareholders at a general meeting continue in force until the earlier of the date of our next Annual General Meeting or the date by which our next Annual General Meeting is required by law to be held.

The authority and limitations placed on our share purchases or acquisitions under the proposed Share Purchase Mandate, if renewed at the 2004 Annual General Meeting, are substantially the same as were

---

	(a)	Maximum number of ordinary shares

		We may purchase or acquire only ordinary shares which are issued and fully paid up. The total number of ordinary shares which we may purchase or acquire is limited to that number of ordinary shares representing not more than 10% of our issued ordinary share capital at the date of the Annual General Meeting at which the Share Purchase Mandate is approved.
		Purely for illustrative purposes, on the basis of 556,111,183 issued ordinary shares as of August 5, 2004, and assuming that no further ordinary shares are issued on or prior to the Annual General Meeting, pursuant to the proposed Share Purchase Mandate, we may purchase not more than 55,611,118 issued ordinary shares (representing 10% of our issued ordinary share capital at that date).

	(b)	Duration of authority

		Purchases or acquisitions of ordinary shares may be made, at any time and from time to time, on and from the date of approval of the Share Purchase Mandate up to the earlier of:

	(i)	the date on which our next Annual General Meeting is held or required by law to be held; or

	(ii)	the date on which the authority conferred by the Share Purchase Mandate is revoked or varied.

	(c)	Manner of purchases or acquisitions of ordinary shares

		Purchases or acquisitions of ordinary shares may be made by way of:

	(i)	market purchases on the NASDAQ National Market or any other stock exchange on which our ordinary shares may for the time being be listed and quoted, through one or more duly licensed dealers appointed by us for the purpose; and/or

	(ii)	off-market purchases (if effected other than on the NASDAQ National Market or, as the case may be, any other stock exchange on which our ordinary shares may for the time being be listed and quoted), in accordance with an equal access scheme.

		In connection with or in relation to any equal access scheme or schemes, our Directors may impose such terms and conditions which are not inconsistent with the Share Purchase Mandate, the listing rules of the NASDAQ National Market and the Singapore Companies Act, as they consider fit in our interests. An equal access scheme must, however, satisfy all the following conditions:

	(1)	offers for the purchase or acquisition of ordinary shares shall be made to every person who holds ordinary shares to purchase or acquire the same percentage of their ordinary shares;
	(2)	all of those persons shall be given a reasonable opportunity to accept the offers made; and
	(3)	the terms of all the offers are the same (except that there shall be disregarded (1) differences in consideration attributable to the fact that offers may relate to ordinary shares with different accrued dividend entitlements and (2) differences in the offers introduced solely to ensure that each person is left with a whole number of ordinary shares).

	(d)	Purchase price

		The purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) to be paid for an ordinary share will be determined by our Directors. The maximum purchase price to be paid for the ordinary shares as determined by our Directors must not exceed:

	(i)	in the case of a market purchase, 105% of the Average Closing Price of our ordinary shares; and

	(ii)	in the case of an off-market purchase pursuant to an equal access scheme, 110% of the Average Closing Price of our ordinary shares,

		in either case, excluding related expenses of the purchase or acquisition.

		For the above purposes, the term Average Closing Price means the average of the last dealt prices of an ordinary share for the five consecutive trading days on which our ordinary shares are transacted on the

---

		NASDAQ National Market or, as the case may be, any other stock exchange on which our ordinary shares may for the time being be listed and quoted, immediately preceding the date of the market purchase by us or, as the case may be, the date of the making of the offer pursuant to the off-market purchase. The date of the making of the offer refers to the date on which we announce our intention to make an offer for the purchase or acquisition of ordinary shares from holders of ordinary shares, stating the purchase price (which shall not be more than the maximum purchase price calculated on the foregoing basis) for each ordinary share and the relevant terms of the equal access scheme for effecting the off-market purchase.

Sources of Funds

     Only funds legally available for purchasing or acquiring ordinary shares in accordance with our Articles of Association and applicable laws of Singapore, shall be utilized. We intend to use our internal sources of funds to finance our purchase or acquisition of ordinary shares. We do not intend to obtain or incur any borrowings to finance our purchase or acquisition of ordinary shares. Our Directors do not propose to exercise the Share Purchase Mandate in a manner and to such extent that our working capital requirements and those of our subsidiaries and us would be materially affected.

     Any purchases and acquisitions of ordinary shares must be made out of our distributable profits which are available for payment as dividends, excluding any amount in our share premium account and capital redemption reserve fund.

Status of Purchased or Acquired Ordinary Shares

     Any ordinary share we purchase or acquire is deemed cancelled immediately on purchase or acquisition, and all rights and privileges attached to that ordinary share will expire on cancellation.

     We will cancel and destroy certificates in respect of purchased or acquired ordinary shares as soon as reasonably practicable following settlement of any purchase or acquisition of such ordinary shares.

Financial Effects

     The amount by which our issued share capital is diminished on cancellation of ordinary shares purchased or acquired must be transferred to a reserve called the “capital redemption reserve”. In the event we implement a bonus issue of shares in the future, such reserve may be applied by us in paying up any unissued shares to be allotted and issued to our shareholders as fully paid bonus shares.

     Our total issued share capital will be diminished by the total nominal amount (or par value) of the ordinary shares purchased or acquired by us. The consideration paid by us for the purchase or acquisition of ordinary shares (excluding related brokerage, goods and services tax, stamp duties and clearance fees) will correspondingly reduce the amount available for the distribution of cash dividends by us.

     Our net tangible assets and the consolidated net tangible assets of our subsidiaries and us will be reduced by the dollar value of the ordinary shares purchased or acquired. The purchase or acquisition of up to 10% of our issued ordinary share capital as at the date of the Annual General Meeting will not have any material impact on our consolidated earnings for the current financial year.

Rationale for the Share Purchase Mandate

     We presently maintain listing status on the NASDAQ National Market. Our need to repurchase our ordinary shares reflects in part the practices of our competitors and in part the dominance of the U.S. capital markets for us. Many international companies, including those in the United States, United Kingdom and Hong Kong are permitted by their governing jurisdictions to buy back their own shares. Share repurchases are thus widely available to and utilized by many other companies with which we compete for talent, capital, and investor and analyst interest.

Share repurchase programs are important because of volatility in the stock market. A share repurchase program tends to buffer short term share price volatility, provide additional liquidity to the market and offset the effects of short-term speculators and investors. Minimizing unnecessary volatility bolsters shareholder confidence and employee morale. The latter can be a critical factor in employee retention, especially in the

---

Take-Over Implications

     If, as a result of our purchase or acquisition of our issued ordinary shares, a shareholder’s proportionate interest in our voting capital increases, such increase will be treated as an acquisition for the purposes of The Singapore Code on Take-overs and Mergers. If such increase results in a change of effective control, or, as a result of such increase, a shareholder or a group of shareholders acting in concert obtains or consolidates effective control of us, such shareholder or group of shareholders acting in concert could become obliged to make a take-over offer for us under Rule 14 of The Singapore Code on Take-overs and Mergers.

     Under The Singapore Code on Take-overs and Mergers, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal) co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate effective control of that company. Unless the contrary is established, the following persons will be presumed to be acting in concert, namely, (i) a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts) and (ii) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies and companies of which such companies are associated companies, all with each other. For this purpose, ownership or control of at least 20% but not more than 50% of the equity share capital of a company will be regarded as the test of associated company status.

     The circumstances under which shareholders (including Directors) and persons acting in concert with them respectively will incur an obligation to make a take-over offer under Rule 14 of The Singapore Code on Take-overs and Mergers after a purchase or acquisition of our issued ordinary shares by us are set out in Appendix 2 of The Singapore Code on Take-overs and Mergers.

     The effect of Appendix 2 is that, unless exempted, Directors and persons acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as a result of us purchasing or acquiring our issued ordinary shares, the voting rights of such Directors and their concert parties would increase to 30% or more, or if the voting rights of such Directors and their concert parties fall between 30% and 50% of our voting rights, the voting rights of such Directors and their concert parties would increase by more than 1% in any period of six months.

     Under Appendix 2, a shareholder not acting in concert with the Directors will not be required to make a take-over offer under Rule 14 if, as a result of us purchasing or acquiring our issued ordinary shares, the voting rights of such shareholder in us would increase to 30% or more, or if such shareholder holds between 30% and 50% of our voting rights, the voting rights of such shareholder would increase by more than 1% in any period of six months. Such shareholder need not abstain from voting in respect of the resolution authorizing the Share Purchase Mandate.

     Shareholders who are in doubt as to their obligations, if any, to make a mandatory take-over offer under The Singapore Code on Take-overs and Mergers as a result of any share purchase by us should consult the Securities Industry Council of Singapore and/or their professional advisers at the earliest opportunity.

The Board recommends a vote FOR the resolution

PROPOSAL NO. 12:

ORDINARY RESOLUTION TO APPROVE A BONUS ISSUE OF ONE ORDINARY SHARE FOR

Under Singapore law, a company may capitalize its reserves and apply such capitalized sum in payment for additional ordinary shares, which may then be allotted and issued, to its shareholders, credited as fully paid, in a transaction commonly referred to as a “bonus issue.” A bonus issue is similar to a stock dividend by a Delaware or California corporation. However, under our Articles of Association, we may allot and issue shares in a bonus issue, which we refer to as bonus shares, only upon recommendation of the Board of Directors and

---

     The Board believes that such discretionary authority is in the best interest of our shareholders since it provides the Board an opportunity to review economic and financial conditions prior to making the decision as to whether a bonus issue should be effected.

If the Board exercises its authority to allot and issue the Bonus Shares after the date of the 2004 Annual General Meeting but on or before 5:00 p.m., PDT, August 31, 2005, then the Bonus Shares are to be allotted and issued to the holders of record of the ordinary shares on the date specified by our Board of Directors after the date of the 2004 Annual General Meeting, but no later than 5:00 p.m., PDT, August 31, 2005, on the basis of one bonus share for every one ordinary share then held. Fractional bonus shares will not be issued, but will be disposed of in such a manner as the Board of Directors deems fit. As a result, if the bonus issue is approved at the 2004 Annual General Meeting and the Board exercises its authority to allot and issue the Bonus Shares after the date of the 2004 Annual General Meeting, but on or before 5:00 p.m., PDT, August 31, 2005, then each holder of record of ordinary shares on the date specified by our Board of Directors after the date of the 2004 Annual General Meeting, but no later than 5:00 p.m., PDT, August 31, 2005, would receive an additional one ordinary share, credited as fully paid, for every one ordinary share then held of record by such shareholder. If the bonus issue is approved at the 2004 Annual General Meeting but the Board does not exercise its authority to allot and issue the Bonus Shares after the date of the 2004 Annual General Meeting, but on or before 5:00 p.m., PDT, August 31, 2005, then no bonus issue would be effected and, accordingly, no bonus shares would be allotted and issued to shareholders.

The Bonus Shares, if and when allotted and issued, would rank pari passu in all respects with the existing ordinary shares, and would have identical rights. A sum of up to S$5,561,111.83 and, in the event that any new ordinary shares are allotted and issued by us after the Record Date, but on or before 5:00 p.m., PDT, August 31, 2005, an additional amount of S$0.01 for each new share so allotted and issued, from our Share Premium Account as at March 31, 2004, which sum we refer to as the Capital Sum, would be capitalized and applied in paying up in full the Bonus Shares to be issued. Accordingly, our issued and paid up capital would increase by up to S$5,561,111.83 after the allotment and issuance of the Bonus Shares and, in the event that any new shares are allotted and issued by us after the Record Date but on or before 5:00 p.m., PDT, August 31, 2005, an additional amount of $0.01 each for each new share so allotted and issued. Our independent auditors have advised us that the balance in our Share Premium Account at March 31, 2004 is sufficient for the purpose of the bonus issue.

The Board recommends a vote FOR the resolution

---

EXECUTIVE OFFICERS AND DIRECTORS

The names, ages and positions of our officers and directors as of June 30, 2004 are as follows:

Name		Age				Position
Michael E. Marks			53			Chief Executive Officer and Director
Ash Bhardwaj			40			President, Design Services and ODM Products Group
Robert R. B. Dykes			55			President, Systems Group and Chief Financial Officer
Ronny Nilsson			55			President, Flextronics Network Services
Michael McNamara			47			Chief Operating Officer
Thomas J. Smach			44			Senior Vice President, Finance
Richard L. Sharp			57			Chairman of the Board
James A. Davidson			44			Director
Patrick Foley			72			Director
Michael J. Moritz			49			Director
Lip-Bu Tan			48			Director

Michael E. Marks. Mr. Marks has served as our Chief Executive Officer since January 1994. He has served as a member of our Board of Directors since December 1991 and as Chairman of our Board from July 1993 to January 2003. Mr. Marks serves on the boards of KLA-Tencor Corporation and SanDisk Corporation. He received a B.A. and M.A. from Oberlin College and a M.B.A. from Harvard Business School.

Ash Bhardwaj. Mr. Bhardwaj joined Flextronics in 1988. He has served as President, Design Services and ODM Products Group since September 2003. Prior to his promotion, he served as President, Asia Pacific, from 2001 to September 2003, as Senior Vice President of Strategic Accounts from 1999 to 2001 and as Vice President for the China region and General Manager of our plan in Shekou, China from 1994 to 1999. He received a degree in electrical engineering from Thapar Institute of Engineering and Technology in India and earned an M.B.A. from Southeastern Louisiana University.

Robert R. B. Dykes. Mr. Dykes has served as President, Systems Group since February 1999 and Chief Financial Officer since February 1997. In addition, he served as Senior Vice President of Finance and Administration from February 1997 to April 1999, and as a member of the Board of Directors from January 1994 to August 1997. He received a Bachelor of Commerce and Administration from Victoria University in Wellington, New Zealand.

Ronny Nilsson. Mr. Nilsson has served as President, Flextronics Network Services since January 2002. Prior to his promotion, Mr. Nilsson served as President, Western Europe Operations from April 1997 to December 2001. Mr. Nilsson received a certificate in Mechanical Engineering from the Lars Kagg School in Kalmar, Sweden and certificates from the Swedish Management Institute and the Ericsson Management Program.

Michael McNamara. Mr. McNamara has served as Chief Operating Officer since January 2002. Prior to his promotion, Mr. McNamara served as President, Americas Operations from April 1997 to December 2001, and as Vice President, North American Operations from April 1994 to April 1997. Mr. McNamara also serves on the Board of Directors of TheraSense. Mr. McNamara received a B.S. from the University of Cincinnati and an M.B.A. from Santa Clara University.

Thomas J. Smach. Mr. Smach has served as our Senior Vice President Finance since April 2000 following the Company’s acquisition of the Dii Group, Inc. From August 1997 to April 2000, he served as the Senior Vice President, Chief Financial Officer and Treasurer of Dii. Mr. Smach is a certified public accountant and he received a B.Sc. in Accounting from State University of New York at Binghamton.

Richard L. Sharp. Mr. Sharp has served as a member of our Board of Directors since July 1993 and as Chairman of our Board since January 2003. Mr. Sharp served in various positions with Circuit City Stores, Inc., a consumer electronics and personal computer retailer, from 1982 to 2002, most recently, as President from 1984 to 1997, Chief Executive Officer from 1986 to 2000 and Chairman of the Board from 1994 to 2002.

James A. Davidson. Mr. Davidson has served as a member of the Company’s Board of Directors since March 2003. He is a founder and managing member of Silver Lake Partners, a private equity investment firm. From June 1990 to November 1998, he was an investment banker with Hambrecht & Quist, most recently

---

Patrick Foley. Mr. Foley has served as a member of our Board of Directors since October 1997. Mr. Foley served in various positions with DHL Corporation, Inc. and its major subsidiary, DHL Airways, Inc., a global document, package and airfreight delivery company from September 1988 to 2001, most recently as its Chairman, President and Chief Executive Officer. He also serves as a director of Health Net, Inc. and Glenborough Realty Trust, Inc.

Michael J. Moritz. Mr. Moritz has served as a member of our Board of Directors since July 1993. Since 1988, he has been a General Partner of Sequoia Capital, a venture capital firm. Mr. Moritz also serves as a director of Saba Software, Red Envelope, Inc. and several privately-held companies.

Lip-Bu Tan. Mr. Tan has served as a member of our Board of Directors since March 2003. In 1987, he founded and since that time has served as Chairman of Walden International, a venture capital fund. Mr. Tan currently serves on the boards of Cadence Design Systems, Inc., Centillium Communications, Creative Technology, Integrated Silicon Solution, SINA Corporation and Semiconductor Manufacturing International Corporation. Mr. Tan received a M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, a MBA from the University of San Francisco, and a B.S. from Nanyang University in Singapore.

---

EXECUTIVE COMPENSATION

The following table presents information concerning the compensation paid or accrued by us for services rendered during fiscal 2004, fiscal 2003 and fiscal 2002 by our chief executive officer and each of our four other most highly compensated executive officers whose total salary and bonus for fiscal 2004 exceeded $100,000.

Summary Compensation Table

																			Long Term
																			Compensation
																			Awards
			Annual Compensation																Securities
															Other Annual				Underlying				All Other
Name and Principal Position			Fiscal Year				Salary				Bonus				Compensation (1)				Options				Compensation
Michael E. Marks				2004			$	785,442			$	605,000			$	3,371				—			$	14,228	(2)
	Chief Executive Officer			2003				341,402				150,000				5,082				5,000,000				4,966	(3)
				2002				266,528				—				5,008				600,000				5,113	(4)
Michael McNamara				2004				700,110				393,750				7,525				—				9,658	(5)
	Chief Operating Officer			2003				257,127				84,375				3,925				2,600,000				3,623	(6)
				2002				243,750				—				3,868				400,000				2,639	(7)
Ronny Nilsson				2004				538,362				17,414				—				75,000				47,625	(8)
	President, Flextronics			2003				349,562				100,147				8,522				375,000				39,046	(9)
	Network Services			2002				378,501				—				28,472				158,333				31,027	(9)
Robert R.B. Dykes				2004				475,000				267,188				120				1,000,000				6,995	(10)
	President, Systems Group			2003				221,327				79,688				122				700,000				150	(11)
	and Chief Financial Officer			2002				202,965				—				4,600				316,667				3,541	(12)
Ash Bhardwaj				2004				475,000				267,188				—				1,000,000				3,017	(13)
	President, Design Services			2003				200,478				75,000				—				700,000				3,560	(14)
	and ODM Products Group			2002				307,680				—				—				283,333				991	(15)

(1)	Represents a vehicle allowance. In fiscal 2002 for Mr. Nilsson, includes forgiveness of an interest payment of $19,805 on a promissory note due to one of our subsidiaries. In fiscal 2004 for McNamara, includes $7,455 for personal use of the company jet.
(2)	Represents our contribution to the 401(k) plan of $7,100, life insurance premium payments of $867, disability insurance premium payments of $5,985 and $276 in imputed income for group term life insurance.
(3)	Represents our contributions to the 401(k) plan of $2,716 and life insurance premium payments of $2,250.
(4)	Represents our contributions to the 401(k) plan of $2,574 and life insurance premium payments of $2,539.
(5)	Represents our contributions to the 401(k) plan of $6,000, life insurance premium payments of $1,431, disability insurance premium payments of $2,047 and $180 in imputed income for group term life insurance.
(6)	Represents our contributions to the 401(k) plan of $3,525 and life insurance premium payments of $98.
(7)	Represents our contributions to the 401(k) plan of $2,574 and life insurance premium payments of $65.
(8)	Represents our contributions to a pension retirement fund of $46,672 and health insurance premium payments of $953.
(9)	Represents our contributions to a pension retirement fund.

(10)	Represents our contribution to the 401(k) plan of $762, life insurance premium payments of $864, disability insurance premium payments of $2,047, imputed income for domestic partner insurance coverage in the amount of $2,986 and imputed income for group term life insurance in the amount of $336.
(11)	Represents life insurance premium payments.
(12)	Represents our contribution to the 401(k) plan of $1,109, life insurance premium payments of $138 and spousal health insurance premium payments of $2,294.

---

(13)	Represents life insurance premium payments of $859, disability insurance premium payments of $2,047 and imputed income for group term life insurance of $111.
(14)	Represents life insurance premium payments of $990, disability insurance premium payments of $2,516 and imputed income for group term life insurance of $54.
(15)	Represents life insurance premium payments of $291 and disability insurance premium payments of $700.

Option Grants in Fiscal 2004

     The following table presents information regarding option grants during fiscal 2004 to our chief executive officer and each of our four other most highly compensated executive officers. Option grants to our executive officers in fiscal 2004 were awarded pursuant to our existing equity compensation plans.

In accordance with the rules of the Securities and Exchange Commission, the table presents the potential realizable values that would exist for the options at the end of their four- or ten-year terms, as the case may be. These values are based on assumed rates of annual compound stock price appreciation of 5% and 10% from the date the option was granted to the end of the option term. These are based on assumed annual rates of return mandated by rules of the Securities and Exchange Commission and do not represent our estimate or projection of future ordinary share prices. The closing sale price per ordinary share as reported on the NASDAQ National Market on March 31, 2004, the last trading day of fiscal 2004, was $17.09.

		Individual Grants
																		Potential Realizable Value
		Number of				Percent of												at Assumed Annual Rates of
		Securities				Total Options												Stock Price Appreciation
		Underlying				Granted to				Exercise								for Option Term
		Options				Employees in				Price Per				Expiration
Name		Granted				Fiscal 2004				Share				Date				5%				10%
Michael E. Marks			—				—				—				—				—				—
Michael McNamara			—				—				—				—				—				—
Ronny Nilsson			75,000				0.85	%		$	17.50				01/22/2008			$	282,852			$	609,131
Robert R.B. Dykes			1,000,000				11.31				17.50				01/22/2014				11,005,656				27,890,493
Ash Bhardwaj			1,000,000				11.31				17.50				01/22/2014				11,005,656				27,890,493

     The options shown in the table above were granted with an exercise price equal to the fair market value of our ordinary shares on the date of grant and are non-statutory stock options. With the exception of options granted to Mr. Nilsson, options granted to our executive officers expire ten years from the date of grant, subject to earlier termination upon termination of the optionee’s employment. In the case of Mr. Nilsson, Swedish tax legislation imposes significant adverse consequences if there are any restrictions on exercisability or transfer of options. The term of Mr. Nilsson’s option has therefore, been shortened to four years from the date of grant.

Mr. Nilsson’s options were 100% vested and exercisable at the date of grant. Mr. Dykes’ options vest and become exercisable with respect to 10% of the total shares on each of the first and second anniversaries of the date of grant, with respect to 20% of the total shares on each of the third and the fourth anniversaries of the date of grant, and with respect to 40% of the total shares on the fifth anniversary of the date of grant. Mr. Bhardwaj’s options vest and become exercisable with respect to 10% of the total shares on each of the first and second anniversaries of the date of grant, with respect to 20% of the total shares on each of the third and the fourth anniversaries of the date of grant, and with respect to 40% of the total shares on the fifth anniversary of the date of grant. Our Compensation Committee has the discretion to provide for alternative vesting schedules to maximize the retention value of our equity compensation. See “Change in Control Arrangements” below for a description of the acceleration provisions of these options. The exercise price of each option may be paid in cash or through a cashless exercise procedure involving a same-day sale of the purchase shares. We granted options to purchase an aggregate of 8,841,856 ordinary shares to our employees during fiscal 2004.

---

Aggregated Option Exercises in Fiscal 2004

The following table presents information concerning the exercise of options during fiscal 2004 by our chief executive officer and each of our four other most highly compensated executive officers.

										Number of Securities
										Underlying Unexercised								Value of Unexercised
										Options at								In-the-money Options at
		Shares								March 31, 2004								March 31, 2004
		Acquired
Name		on Exercise				Value Realized				Vested				Unvested				Vested				Unvested
Michael E. Marks			733,333			$	5,771,331				2,354,167				4,845,833			$	7,058,584			$	41,453,416
Michael McNamara			1,244,113				9,879,041				1,476,042				2,123,958				7,131,990				18,516,010
Ronny Nilsson			—				—				608,333				—				3,698,666				—
Robert R.B. Dykes			410,834				3,109,088				935,063				1,377,604				5,126,709				2,916,013
Ash Bhardwaj			392,800				3,049,101				750,625				1,392,708				8,521,602				3,577,393

     The amounts set forth in the column entitled “Value Realized” represent the fair market value of the ordinary shares underlying the option on the date of exercise less the aggregate exercise price of the option.

In addition, the table includes the number of shares covered by both exercisable and unexercisable stock options as of March 31, 2004. Also reported are values of “in-the-money” options that represent the positive spread between the respective exercise prices of outstanding stock options and $17.09 per share, which was the closing price per ordinary share as reported on the NASDAQ National Market on March 31, 2004, the last day of trading for fiscal 2004. These values, unlike the amounts set forth in the column entitled “Value Realized,” have not been, and may never be, realized.

Change in Control Arrangements

Our option agreements with our executive officers provide that if the executive officer is terminated without cause or leaves for good reason within the first 12 months following a change in control transaction, the vesting of any unvested portion of the option will be accelerated in full, or if the executive officer is still employed upon the first year anniversary of such a change of control, the vesting of any unvested portion of the option will be accelerated in full. Each option includes a limited stock appreciation right pursuant to which the option will automatically be canceled upon the occurrence of certain hostile tender offers, in return for a cash distribution from us based on the tender offer price per share.

Supplemental Executive Retirement Plan

On May 18, 2004, we established a supplemental retirement plan for Mr. Marks under which potential cash payments are based on the increase in value, if any, under a Contingent Share Award for 1,000,000 notional shares of Flextronics based on a price of $17.40 per share (a 10% premium above the $15.82 closing price of our ordinary shares on the Nasdaq Stock Market on May 18, 2004). Under this plan, once the 30-day average trading price of our share price at the end of any quarter exceeds $17.40, a cash payment would be made to a rabbi trust for the benefit of Mr. Marks in an amount equal to the net increase in value over $17.40 multiplied by the 1,000,000 notional shares. At the end of each subsequent quarter, if the 30-day average trading price our share price has further increased since the last quarter for which a cash payment was made under the plan, an additional payment would be made in an amount equal to the additional net increase in value since such prior quarter multiplied by 1,000,000 notional shares. The total cash payments may not exceed $7,500,000 in the aggregate over the life of the Plan, and no payments will be made following the termination of Mr. Marks’ employment. Upon Mr. Marks’ death or disability or upon a change of control of Flextronics, the entire $7,500,000 will be credited to the rabbi trust. All amounts credited to Mr. Marks’ account will be made only in cash (no shares will be issued under this Plan), and all cash contributions shall be fully vested and nonforfeitable.

OTHER EQUITY COMPENSATION PLANSEVERY ONE EXISTING ORDINARY SHARE HELD BY OUR SHAREHOLDERS