Adoption of Replacement Articles of Incorporation – (Resolution 3)

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As noted in the letter from the chairman of the board of directors starting on page 2 of this document, it is proposed that the Company adopt the Replacement Articles in replacement of the Company’s existing articles of incorporation (the “Current Articles”). This resolution has been proposed in anticipation of the Company’s loss of its “foreign private issuer” status to reflect corporate governance market practices typical for US domestic public companies as well as to reflect other market developments and clarifying changes.

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The principal amendments made to the Company’s articles of incorporation are summarized below. Other changes that are minor, technical or of clarifying nature have not been summarized but are visible on the full redline comparison of the proposed amendments to the Current Articles, which can be found on the Company’s website at https://investors.burfordcapital.com/governance/agm/default.aspx.

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General Meetings

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Electronic Facilities

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The Replacement Articles provide the Company with additional flexibility in relation to the procedures for, and conduct of, general meetings of shareholders by means of an electronic facility or facilities. These changes have been introduced to align technological advances with the interests of shareholders and evolving best practices.

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Quorum and Voting Requirements

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The Current Articles do not set out the specific quorum and voting requirements for general meetings, which are governed by the default provisions of the Guernsey Companies Law. In keeping with best corporate governance practices, the Replacement Articles replicate for clarity the current relevant default provisions of the Guernsey Companies Law. Should the Guernsey Companies Law be later amended, the amended provisions will govern and the current provisions of the Guernsey Companies Law are provided simply for information.

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Entitlement to Attend and Vote

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In anticipation of the US processes and procedures that will apply to the Company in connection with general meetings following the loss of its “foreign private issuer” status, the Replacement Articles amend the timing for determining which persons are entitled to attend and vote at a general meeting of the Company or to appoint a proxy to do so (the “Record Date”). Under the Replacement Articles, the Record Date may be not less than ten (10) days nor more than sixty (60) days before the time fixed for the meeting.

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Notice Requirements

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The Replacement Articles change the notice requirements for general meetings and require the Company to provide notice not less than ten (10) days nor more than sixty (60) days before the time fixed for the meeting. The new timing is aligned with the changes in the Record Date and reflects US market practice. The Company plans, however, to continue to provide at least thirty (30) days’ notice of general meetings.

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Default Shares

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Consistent with the existing restrictions imposed upon shareholders who are in default in supplying to the Company the information required by it, the Replacement Articles describe the circumstances under which a shareholder in default may not be entitled to attend in person or by proxy at general or class meetings or bring any proposal of business (including the nomination of persons for election to the board of directors) thereat.

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Advance Notice and Other Procedures for Shareholder Proposals

The Replacement Articles supplement the existing advance notice and other procedures for shareholder proposals by providing certain additional provisions with which shareholders must comply, such as deadlines and information requirements, in order to propose any business at a general meeting (including, but not limited to, the nomination of persons for election to the board of directors). These advance notice provisions include, among other things, an update permitting shareholders to deliver notices in the event an annual general meeting is to be held more than thirty (30) days in advance of the anniversary of the previous year’s annual general meeting or later than sixty (60) days after the anniversary of the previous year’s annual general meeting, in each case, no earlier than one-hundred-twenty (120) days prior to, and no later than ninety (90) days (or ten (10) days following the day on which public announcement of the date of such meeting is first made by the Company) prior to, the date of such annual general meeting. The Replacement Articles further provide that an increase or decrease in the size of the board of directors will not commence a new time period or extend any time period to submit the relevant notice.

The Replacement Articles also include additional information requirements for both a shareholder seeking to nominate any person or persons for election to the board of directors of the Company and such nominee or nominees. In line with the universal proxy rules recently promulgated by the SEC, the Replacement Articles further require that a nominating shareholder represent that it will solicit proxies from holders of the Company’s issued ordinary shares representing at least sixty-seven percent (67%) of the Company’s issued voting share capital entitled to vote on the election of directors. The Replacement Articles also restrict shareholders from nominating for election at an annual general meeting a number of nominees that exceeds the number of directors to be elected at such meeting.

The Company believes that the provisions in the Replacement Articles relating to additional advance notice requirements align the Company’s requirements with customary US corporate governance market practices. The Company also believes that such requirements clarify timing and logistics of delivery requirements for proposals at meetings and enhance disclosure requirements with respect to nominating shareholders and proposed nominees for election to the board of directors of the Company. In addition, such additional advance notice

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requirements will give the board of directors of the Company the time and information needed to consider the proposed businesses or nominees, to inform the shareholders of the Company and, if appropriate, to give shareholders the recommendations of the Company’s board of directors.

The Replacement Articles further require that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Company’s board of directors. The Company believes that this change is consistent with US market customs and will benefit US public market investors (who would typically expect that only the Company’s board of directors would solicit proxies on a white card).

Board of Directors

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Consistent with the practice of US public companies and in order to ensure the evolving needs of the Company’s board of directors are met, the Replacement Articles authorize the Company’s board of directors to fix its size in its sole discretion. The Replacement Articles also remove the director retirement age and share ownership requirement provisions as their inclusion in articles of incorporation is not consistent with typical US practice.

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In addition, to reflect current corporate governance best practices, the Replacement Articles clarify that the acceptance of a director resignation by the Company’s board of directors will not be necessary to make the resignation effective unless otherwise specified. In order to provide flexibility and facilitate the good order of director meetings, the Replacement Articles explicitly provide the option to hold such meetings remotely and remove various provisions regarding director residence, meeting participation and meeting location.

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Liens and Calls

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The Guernsey Companies Law is silent on the treatment of ordinary shares which are not “fully paid up” and the power of a board of directors in such circumstances and thus, historically, the Current Articles included provisions permitting the Company to seek recourse for unpaid amounts in respect of any ordinary shares. Consistent with the Company’s current capital structure and US corporate governance practices, the Company does not expect it will issue partially paid up ordinary shares in the future and thus the Replacement Articles omit these provisions.

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Indemnification

While the Company strongly believes that directors, officers, employees and agents should be held to the highest standard when carrying out their duties in service to the Company, the Company also believes that measured protection from personal liability is an appropriate safeguard to ensure that these persons feel comfortable taking measured risks in service to the Company. As such, consistent with US corporate governance market practices and the Company’s desire to attract and retain directors and officers who will take risks in service to the Company, the Replacement Articles allow for indemnification to the maximum extent legally permissible under Guernsey law (which, as of the date of this document, does not include indemnification for any actions that involve negligence, default, breach of duty or breach of trust in relation to the Company, which is consistent with the standards provided in the Current Articles).

Choice of Forum

The Replacement Articles provide for a forum selection clause whereby the federal district courts of the US shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the US Securities Act of 1933, as amended (the “Securities Act”), against the Company, unless the Company consents to an alternative forum. This applies only to US securities law claims.

The Company believes that US federal district courts (as opposed to, for example, the US state courts) are best suited to address disputes involving causes of action arising under the Securities Act because they have more expertise in such matters compared to other jurisdictions. The forum selection clause is further intended to prevent forum shopping, provide efficiencies in managing the procedural aspects of securities litigation and reduce the risk of inconsistent outcomes of cases across multiple jurisdictions.

The directors consider all of the Replacement Articles to be in the best interests of the Company and shareholders as a whole. Accordingly, the directors recommend that shareholders vote FOR Resolution 3.