Burford Capital Ltd

This resolution asks shareholders to approve a Board‑recommended final cash dividend of 6.25 U.S. cents per ordinary share, payable on June 12, 2026 to holders of record at the close of business on May 22, 2026. Management is seeking shareholder approval because under Guernsey company law and the company's articles a final dividend requires shareholder authorization at the annual general meeting. The proposal reflects the Board’s view of available distributable reserves and the company’s capital and liquidity position following 2025 results and subsequent balance sheet actions (including debt issuance and redemptions). Approving the dividend supports returning capital to shareholders while signaling confidence in near‑term cash generation from realized matters. The Board unanimously recommends approval, arguing the dividend is consistent with maintaining prudent liquidity and with shareholder value objectives. The dividend payment mechanics differentiate between U.S. and AIM holders and provide currency election procedures, reflecting the company’s cross‑listed structure and investor base. A vote FOR therefore authorizes the payment on the indicated record and payment dates; a vote against or abstention would prevent the specified final dividend from being paid. From an investor perspective, the proposal is straightforward cash return authorization but should be considered alongside the company’s leverage, liquidity, and ongoing portfolio realization profile. Overall, the Board frames this as a routine capital distribution aligned to 2025 performance and the company’s capital plan.

This resolution asks shareholders to delegate authority to the Audit Committee to determine and agree the external auditor’s compensation for the coming year. Management seeks this authority because, under Guernsey law and common market practice, shareholders may appoint auditors but often authorize the board or its audit committee to set compensation for administrative efficiency and timely engagement of the auditor. The Audit Committee oversees auditor independence, scope and fees and has an established pre-approval policy to control non-audit services; delegating fee authority aligns with that governance framework. The Board and Audit Committee recommend this vote to enable the committee to negotiate fees consistent with audit scope, regulatory requirements and market practice without needing shareholder approval for routine fee adjustments. Approving this resolution therefore permits the Audit Committee to act as the formal negotiating and approving body, which the company argues supports effective audit oversight. From a governance perspective investors should note the committee retains pre-approval controls and must report fee approvals back to the full Audit Committee. The company frames the delegation as a standard, non-substantive delegation to facilitate timely administration of the audit engagement. A vote FOR is routine in the UK/Guernsey corporate context and does not change the auditor appointment, which is handled separately by shareholders.

This resolution asks shareholders to formally receive the Company’s audited consolidated financial statements for the year ended December 31, 2025 and the accompanying directors’ and auditor’s reports. Management is requesting this ministerial approval because Guernsey law requires shareholders to be presented with, and vote to receive, the annual accounts at the AGM; this is not an approval of content but a formal acknowledgment that the documents have been presented. The Board recommends a vote FOR as a standard step in corporate reporting and because the Audit Committee has reviewed the accounts and recommended their inclusion in the Form 10‑K and annual report. For investors evaluating governance, receipt of the accounts indicates the formal completion of the audit cycle and that management has made the relevant disclosures to shareholders; any substantive questions about the accounts should be raised separately. The company emphasizes that receipt is not a binding approval of the substance of the accounts under Guernsey law. From an oversight perspective, shareholders often use this agenda item to signal concerns by voting against if they object to accounting treatment or disclosure, but historically companies present the accounts for routine reception. The Board frames this resolution as administrative, consistent with standard AGM practice, and a vote FOR facilitates completion of the statutory annual meeting business.

This advisory resolution asks shareholders to endorse the company’s executive compensation disclosures and overall pay philosophy for the named executive officers as detailed in the proxy. Management seeks the advisory endorsement to validate its compensation approach, which emphasizes long‑term alignment through carried interest, equity awards and clawback policies, while also responding to investor feedback (including changes to bonus structures for founders). The Board explains that the carried interest framework ties senior pay to realized cash gains rather than unrealized fair‑value movements, aiming to align management incentives with realized shareholder returns. The company notes prior shareholder engagement and proxy advisory input led to contractual changes (e.g., amendments to Bogart and Molot arrangements) intended to strengthen alignment, and it presents this advisory vote as part of ongoing engagement. Because the vote is non‑binding, the Board will consider results as guidance and may make program adjustments in response to significant shareholder opposition. Investors assessing the proposal should weigh the specialty nature of legal finance compensation (where talent is sourced from law firms with different pay norms) against proxy advisor concerns about certain compensation elements. The Board recommends FOR, viewing the disclosed program as appropriate for attracting talent, aligning incentives with realized returns, and balancing competitive pay with governance safeguards.

This resolution renews a customary board authority to allot and issue ordinary shares and to grant subscription or conversion rights up to specified numeric limits (approximately one‑third and, for pre‑emptive offers, up to two‑thirds of issued capital as described in the full text). Management seeks shareholder approval to preserve flexibility for routine corporate needs such as employee equity plan awards, follow‑on financings, and any opportunistic capital issuance without requiring a separate shareholder meeting for each transaction. The company frames this authority as consistent with UK market practice and the Pre‑Emption Group guidance, stressing that other than employee plan issuances it has no present intention to use the full authority but prefers the operational flexibility. The Board recommends FOR because it facilitates timely capital markets activity, supports strategic resource allocation, and permits the company to respond faster to financing opportunities. Investors should consider the specific numeric caps and the company’s stated intention to use the authority prudently; excessive dilution risk is mitigated by the annual renewal cycle and customary follow‑on offer protections. The resolution is routine for a UK/Guernsey listed issuer and, if passed, will expire at the next AGM, requiring renewal to remain effective. From a governance standpoint shareholders concerned about dilution can monitor any use of this authority and hold the board accountable at subsequent meetings.

This resolution requests shareholder approval for a standard buyback authority permitting the company to purchase up to a defined number of ordinary shares (about 10% of issued capital at the latest practicable date) in market transactions, subject to minimum and maximum price parameters. Management seeks this authority as a flexible capital-management tool to return excess capital, to neutralize dilution from employee plans by re‑issuing treasury shares, or to opportunistically repurchase shares when management believes the market undervalues the company. The terms proposed (price caps tied to market quotations and a standard time limit expiring at the next AGM) are designed to comply with the UK Market Abuse Regulation safe harbor and market practice. The Board recommends FOR because it preserves optionality in capital allocation without committing to specific repurchases; any repurchase program would be subject to Board approval at the time and be disclosed. Investors should monitor actual buyback activity and its funding (e.g., whether funded from free cash or balance-sheet changes), and view this resolution as a routine enabling authority rather than an instruction to repurchase. Approving the resolution therefore gives the company a permitted tool to optimize capital structure while preserving governance oversight and disclosure obligations.

This resolution seeks shareholder approval for a three-part disapplication of statutory pre-emption rights for allotments for cash that would otherwise need to be offered pro rata to existing shareholders. Management argues this limited waiver is consistent with UK Pre‑Emption Group guidance and customary market practice, enabling practical non‑preemptive placings (for example, to overseas investors or in follow‑on financings) and providing a 10% primary non‑preemptive issuance headroom plus an additional 20% capacity for follow‑on offers tied to acquisitions or specified capital investments. The Board conditions the waiver on numeric caps, follow‑on protections and an expiration at the next AGM, which are governance safeguards intended to mitigate undue dilution. The company states it has no present intention to use the full authority beyond employee plan issuances but seeks the flexibility to act quickly in capital markets when appropriate. For investors, the trade‑off is operational agility for management versus potential dilution; the annual renewal and caps provide oversight and periodic shareholder control. The Board recommends FOR on the basis that the resolution balances financing flexibility with established shareholder protections and aligns with UK market norms. If approved, the authority would facilitate certain types of transactions while requiring the Board to adhere to the stated limits and Pre‑Emption Group principles; shareholders retain the ultimate check via future AGM renewals. Overall, the resolution is framed as a pragmatic financing flexibility measure rather than a permanent dilution authorisation.

This resolution proposes an additional specified-purpose waiver of pre‑emption rights to permit the Board to issue shares for cash specifically to finance or refinance acquisitions or capital investments, subject to defined caps (roughly a 10% primary headroom plus a 20% follow‑on capacity) and to an expiration at the next AGM. Management’s rationale is to preserve the company’s ability to complete strategic transactions quickly by raising equity where appropriate without the delay of pre‑emptive offers, while limiting dilution risk through the numerical caps and follow‑on offer protections that mirror UK Pre‑Emption Group principles. The Board states the authority is supplemental to the general disapplication (Resolution 15) and restricted to bona fide acquisition and capital investment financings, with the 12‑month refinance limit protecting against open‑ended use. For investors, the targeted nature of this waiver is a governance comfort versus a blanket dilution authority, but shareholders should scrutinize any future use for valuation and strategic merit. The Board recommends FOR because it believes the measure balances strategic financing flexibility with shareholder protections and customary market practice. If approved, the company could pursue acquisition financing expediently when the Board determines it to be in shareholders’ interests, subject to reporting and the cap structure. The annual renewal requirement ensures shareholders will reassess the policy periodically, maintaining accountability.