ASSURED GUARANTY LTD — Proxy Solicitation & Information Statement 2018

Mar 21, 2018

DEFA14A 1 d511388ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Assured Guaranty Ltd.

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 2, 2018. ASSURED GUARANTY LTD. Meeting Information Meeting Type: Annual General Meeting For holders as of: March 8, 2018 Date: May 2, 2018 Time: 8:00 AM, London Time Location: 6 Bevis Marks London EC3A 7BA United Kingdom ASSURED GUARANTY LTD. 30 WOODBOURNE AVENUE HAMILTON, HM 08 BERMUDA For directions to the Annual Meeting, contact Virginia Reynolds at 020 7562 1920 or Vreynolds@agltd.com You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions. E36273-P02192

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 18, 2018 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. E36274-P02192

Voting Items The Board of Directors recommends you vote FOR each of the following nominees: 1. Election of Directors of Assured Guaranty Ltd. (the "Company"): Nominees: 1a. Francisco L. Borges 1b. G. Lawrence Buhl 1c. Dominic J. Frederico 1d. Bonnie L. Howard 1e. Thomas W. Jones 1f. Patrick W. Kenny 1g. Alan J. Kreczko 1h. Simon W. Leathes 1i. Michael T. O’Kane 1j. Yukiko Omura The Board of Directors recommends you vote FOR the following proposals: 2. To approve, on an advisory basis, the compensation paid to the Company’s named executive officers. 3. To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2018, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor. E36275-P02192 4A. To authorize the Company to vote for directors of the Company's subsidiary, Assured Guaranty Re Ltd. ("AG Re"): Nominees: 4aa. Howard W. Albert 4ab. Robert A. Bailenson 4ac. Russell B. Brewer II 4ad. Gary Burnet 4ae. Ling Chow 4af. Stephen Donnarumma 4ag. Dominic J. Frederico 4ah. Walter A. Scott 4B. To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2018. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.