Oxbridge Re (OXBR) Proxy Filing summary

Executive summary

• Extraordinary General Meeting called to vote on three key proposals: increasing authorized share capital, amending the Memorandum and Articles of Association, and approving a new 2025 Omnibus Incentive Plan.

• Shareholders of record as of the specified date are entitled to vote, with multiple voting methods available including mail, phone, internet, and in-person.

• Board unanimously recommends voting in favor of all proposals to support long-term growth and flexibility.

Voting matters and shareholder proposals

• Proposal One: Increase authorized share capital from 50 million to 500 million shares to provide flexibility for future financing, compensation, and corporate purposes.

• Proposal Two: Amend and restate the Memorandum and Articles to reflect the increased share capital.

• Proposal Three: Approve the 2025 Omnibus Incentive Plan, allowing for equity and cash awards to employees, directors, and consultants.

• Proposal One and Two are considered routine and allow broker discretionary voting; Proposal Three is non-routine.

• Shareholder proposals for the 2026 AGM must be submitted by January 7, 2026, to be considered timely.

Board of directors and corporate governance

• Board may consist of at least four directors, with the exact number set by board resolution.

• Directors can be appointed or removed by ordinary resolution; board can fill vacancies.

• Board has authority to delegate powers, establish committees, and set director remuneration.

• Directors are indemnified except in cases of actual fraud or willful default.