Washington, D.C. 20549




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  ☐

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  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)

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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 8, 2019.


                    ASSURED GUARANTY LTD.











Meeting Information


  Meeting Type:          Annual General Meeting  


For holders as of:    March 14, 2019



Date: May 8, 2019        Time: 8:00 AM, London Time






6 Bevis Marks

London EC3A 7BA

United Kingdom


For directions to the Annual Meeting, contact Virginia Reynolds at 020 7562 1920 or



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 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.





—  Before You Vote  —

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:




How to View Online:

Have the information that is printed in the box marked by the arrow  LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy and select future delivery preference:

If you want to receive a current or future 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:





3)  BY E-MAIL*:


* 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  LOGO (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 24, 2019 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 Have the information that is printed in the box marked by the arrow  LOGO (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.




  Voting Items         

The Board of Directors recommends you vote FOR each of the following nominees:



Election of Directors of Assured Guaranty Ltd. (the “Company”):





    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:



To approve, on an advisory basis, the compensation paid to the Company’s named executive officers.




To approve our employee stock purchase plan as amended through the third amendment.




4.  To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2019, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor.




To authorize the Company to vote for directors of the Company’s subsidiary, Assured Guaranty Re Ltd. (“AG Re”):





    5aa.   Howard W. Albert
    5ab.   Robert A. Bailenson
    5ac.   Russell B. Brewer II
    5ad.   Gary Burnet
    5ae.   Ling Chow
    5af.   Stephen Donnarumma
    5ag.   Dominic J. Frederico
    5ah.   Walter A. Scott



To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2019.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.