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ENSTAR GROUP LIMITED
Annual General Meeting
For holders as of:
April 15, 2019
Date: June 11, 2019
Time: 9:00 AM, ADT
Enstar Group Limited
Windsor Place, 3rd Floor
22 Queen Street
ENSTAR GROUP LIMITED
P.O. BOX HM 2267
WINDSOR PLACE, 3RD FLOOR
22 QUEEN STREET, HAMILTON HM JX BERMUDA
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/ESGR 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:
1. Notice and Proxy Statement
2. Annual Report
How to View Online:
Have the information that is printed in the box marked by the arrow à xxxx xxxx xxxx xxxx (located on the following page) and visit: www.proxyvote.com/ESGR.
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:
* 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 à xxxx xxxx xxxx xxxx (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 May 28, 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 www.proxyvote.com/ESGR. Have the information that is printed in the box marked by the arrow à xxxx xxxx xxxx xxxx (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.
The Board of Directors recommends you vote FOR the nominees for directors:
Election of Directors:
Approval of the amendment of our Bye-Laws to remove subsidiary voting.
1a. Robert J. Campbell
1b. Jie Liu
Approval of the amendment of our Bye-Laws for general updates.
1c. Paul J. O'Shea
The Board of Directors recommends you vote FOR each of the subsidiary director nominees listed in Proposal No. 7.
The Board of Directors recommends you vote FOR Proposals No. 2 through 6.
Advisory vote to approve executive compensation.
Election of subsidiary directors as set forth in Proposal No. 7.
To ratify the appointment of KPMG Audit Limited as our independent registered public accounting firm for 2019 and to authorize the Board of Directors, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm.
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting and any adjournment or postponement thereof.
Approval of the amendment of our Bye-Laws to remove the voting cutback.