DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

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¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

ENSTAR GROUP LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 6, 2015.

 

 

ENSTAR GROUP LIMITED

 

Meeting Information

 

 

Meeting Type:            Annual General Meeting

 

 

For holders as of:      March 13, 2015

 

 

Date:    May 6, 2015          Time:    9:00 AM ADT

 

 

Location:

 

Enstar Group Limited

 
Windsor Place, 3rd Floor  
22 Queen Street  
 

Hamilton, Bermuda

 

 

 

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 or easily request a paper copy (see reverse side).

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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. Proxy Statement                 2. Annual Report

 

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: www.proxyvote.com.

 

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:

                        1) BY INTERNET: www.proxyvote.com
                        2) BY TELEPHONE: 1-800-579-1639
                        3) BY E-MAIL*: sendmaterial@proxyvote.com

 

*   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 22, 2015 to facilitate timely delivery.

 

 

  How To Vote  

Please Choose One of the Following Voting Methods

 

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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. 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

the nominees for directors:

 

   1.   

Election of Directors:

 

Dominic F. Silvester

 

Kenneth W. Moore

  

 

The Board of Directors recommends you vote FOR Proposals No. 2 and 3.

 

   2.   

Advisory vote to approve executive compensation.

 

   3.   

To ratify the appointment of KPMG Audit Limited as our independent registered public accounting firm for 2015 and to authorize the Board of Directors, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm.

 

  

The Board of Directors recommends you vote FOR each of the subsidiary director nominees listed in Proposal No. 4.

 

   4.   

Election of subsidiary directors as set forth in Proposal No. 4.

 

  

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.

 

 

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