Oxbridge Re (OXBR) Proxy Filing summary

Executive summary

• An extraordinary general meeting is scheduled for August 28, 2025, to vote on three key proposals: increasing authorized share capital, amending the company's Memorandum and Articles of Association, and approving a new omnibus incentive plan.

• Shareholders of record as of July 25, 2025, are eligible to vote, with multiple voting methods available, including mail, phone, internet, and in-person.

• The Board unanimously recommends voting in favor of all proposals, citing alignment with long-term growth and shareholder value.

Voting matters and shareholder proposals

• Proposal One seeks to increase authorized share capital from $50,000 (50M shares) to $500,000 (500M shares) to provide flexibility for future financing, equity awards, and corporate purposes.

• Proposal Two is to amend and restate the Memorandum and Articles of Association to reflect the increased share capital.

• Proposal Three requests approval of the 2025 Omnibus Incentive Plan, allowing for equity and cash awards to eligible individuals, with up to 1,569,514 shares initially available and annual increases tied to outstanding shares.

• Shareholder proposals for the 2026 annual meeting must be received by January 7, 2026, to be considered timely.

Board of directors and corporate governance

• The Board consists of at least four directors, with the exact number set by Board resolution.

• Directors may be appointed or removed by ordinary resolution, and the Board can fill vacancies.

• The Board has authority to adopt, amend, or revoke corporate governance policies.