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  ☐

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.

Title of each class of securities to which transaction applies:




Aggregate number of securities to which transaction applies:




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):




Proposed maximum aggregate value of transaction:




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.

Amount Previously Paid:




Form, Schedule or Registration Statement No.:




Filing Party:




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.




*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 3, 2017.


  ASSURED GUARANTY LTD.   Meeting Information


Meeting Type:



Annual Meeting



For holders as of:



March 8, 2017



Date:  May 3, 2017



Time: 8:00 AM, London Time



Location:    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:

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:


2) BY TELEPHONE:     1-800-579-1639

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 19, 2017 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”):


5A.  To authorize the Company to vote for directors of our subsidiary, Assured Guaranty Re Ltd. (“AG Re”):
























    Francisco L. Borges


    G. Lawrence Buhl


    Dominic J. Frederico


    Bonnie L. Howard


    Thomas W. Jones


    Patrick W. Kenny


    Alan J. Kreczko


    Simon W. Leathes


    Michael T. O’Kane


    Yukiko Omura



        5aa.    Howard W. Albert


        5ab.    Robert A. Bailenson


        5ac.     Russell B. Brewer II


        5ad.    Gary Burnet


        5ae.    Stephen Donnarumma


        5af.    Dominic J. Frederico


        5ag.    James M. Michener


        5ah.    Walter A. Scott


5B.  To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2017.


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


  The Board of Directors recommends you vote FOR the following proposal:  





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



The Board of Directors recommends you vote one year on the following proposal:






To approve, on an advisory basis, the frequency of the advisory vote on the compensation paid to AGL’s named executive officers.



The Board of Directors recommends you vote FOR the following proposals:






To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2017, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor.