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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) □ Definitive Proxy Statement ☒ Definitive Additional Materials □ Soliciting Material under §240.14a-12 Assured Guaranty Ltd. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. □ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: □ Fee paid previously with preliminary materials. □ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.:
(3) Filing Party: (4) Date Filed: Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
E96617-P35431 HAMILTON, HM08BERMUDA 30 WOODBOURNEAVENUE ASSURED GUARANTYLTD. ASSURED GUARANTY LTD. Important NoticeRegarding the Important Availability ofProxy Materialsfor the Shareholder MeetingtoBeHeldonMay 6, 2020. *** Exercise Your Right information containedintheproxy materialsbefore voting. We encourage you toaccess and review alloftheimportant reverse side). at on theInternet.Youmayviewproxymaterialsonline toyou thatareavailable proxymaterials the morecomplete shares. Thiscommunicationpresentsonlyanoverviewof This isnotaballot. Youcannotusethisnoticetovotethese company the named above. in shares You are receiving this communication because you hold See the reverse side of this notice to obtain proxy materialsandvoting instructions. For directions to the Annual Meeting, please email: Vreynolds@agltd.com at generalcounsel@agltd.comor(441)279-5725. A physical copy ofthatpress release isavailable by contactingus and postitonourweb siteatwww.assuredguaranty.com/annualmeeting. of developments related totheCoronavirus, we willissueapress release *If we postpone or change the time or location of our Meeting as a result Location: Date: For holdersasof: Meeting Type: www.proxyvote.com May 6, 2020 toVote *** 6 Bevis Marks, LondonEC3A7BA, UK Meeting Information oreasilyrequestapapercopy(see Annual GeneralMeeting March 13, 2020 Time: 1:00 PM, London Time *
E96618-P35431 Vote ByMail: arrow the by marked Vote By Internet: need to requestaballottovotetheseshares. special requirementsformeetingattendance. Atthemeeting,youwill possession of an attendance ticket issued by theentityholding the meeting.Please check themeetingmaterials for any Vote InPerson: advisor. Pleasemake therequest asinstructedabove onorbefore April 22, 2020tofacilitatetimely delivery. Requests, instructionsand other inquiriessenttothise-mailaddressNOT will beforwarded toyour investment by thearrow * NO chargefor requesting acopy. Pleasechooseoneofthefollowing methodstomake your request: If you wanttoreceive acurrent orfuture papercopy ore-mail ofthesedocuments, you must request one. There is How toRequestandReceive aPAPER orE-MAILCopy andselectfuture preference: delivery following page)andvisit: the on Have the information that is printed in the box marked by the arrow (located How to View Online: NOTICE AND PROXY STATEMENT Proxy MaterialsAvailabletoVIEWorRECEIVE: If requesting materialsby e-mail, pleasesend a blanke-mailwith (locatedonthefollowing page)inthesubjectline. Youcanvotebymailrequestingapapercopyofthematerials,whichwillincludeproxycard. XXXX XXXX XXXX XXXX To vote now by Internet, go to 3) 2) 1) Many shareholder meetings have attendance requirementsincluding,butnot limited to,the BY E-MAIL* BY TELEPHONE BY INTERNET XXXX XXXX XXXX XXXX Please ChooseOneoftheFollowing Voting Methods www.proxyvote.com. : sendmaterial@proxyvote.com : How to Access theProxy Materials : 1-800-579-1639 www.proxyvote.com Before You Vote ANNUAL REPORT How To Vote (located onthefollowingpage) www.proxyvote.com. the information that isprintedinthebox marked Have the information that is printed in the box XXXX XXXX XXXX XXXX available andfollowtheinstructions.
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: 4A. To authorize the Company to vote for directors of the 1a. Francisco L. Borges Company's subsidiary, Assured Guaranty Re Ltd. ("AG Re"): Nominees: 1b. G. Lawrence Buhl 4aa. Howard W. Albert 1c. Dominic J. Frederico 4ab. Robert A. Bailenson 1d. Bonnie L. Howard 4ac. Russell B. Brewer II 1e. Thomas W. Jones 4ad. Gary Burnet 1f. Patrick W. Kenny 4ae. Ling Chow 1g. Alan J. Kreczko 4af. Stephen Donnarumma 1h. Simon W. Leathes 4ag. Dominic J. Frederico 1i. Michael T. O’Kane 4ah. Walter A. Scott 1j. Yukiko Omura 4B. To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending The Board of Directors recommends you vote FOR the December 31, 2020. following proposals: NOTE: Such other business as may properly come before the 2. To approve, on an advisory basis, the compensation paid meeting or any adjournment thereof. 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, 2020, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor. E96619-P35431
E96620-P35431